United Heroes Adventures: The PHANTOM Menace
by KingFrancisX
Summary: Sequel to "The Lost Continent". A new threat emerges using their army called PHANTOMS to take over the world. Nick Fury enlist the help of Spider-Man, Sonic the Hedgehog, Ruby Rose, and a returning Axl from Mega Man X to investigate this new crisis and retrieve the meteor shards before the villain do. They better hurry. For the sake of the world, and to attend Prom Night on time.
1. Prologue: A New Menace

_Prologue: A New Menace_

All is quiet in the Milky Way galaxy. No disturbance that would threaten the cosmos. All is that it should be, until a meteor storm flies through the galaxy. This common phenomenon flew far and fast until it circled around the planet Mobiant Earth acting as a shooting star. But as the meteor storm harmlessly passes by Earth, one of them actually breached the atmosphere and broke into five smaller shards. Each meteorite quietly crash-landed in different parts of the globe that got the attention of no one, for now.

**Annapurna, Nepal (12:42 AM EST)**

One of the meteor shards landed outside a village up in the mountains in the country of Nepal. Its mysterious presence settled in the snow idly, doing nothing but glowing an ominous black aura. The glow wasn't bright enough to gather any attention as there wasn't anyone around to notice it. All but one person. A mysterious shadowy figure wearing a snow coat to hide everything about themselves, hiding even their face in the shadows. This mystery person was around when they spotted the meteor shard hit the snow and went to investigate. Once their eyes gazed at the dark glow the shard emitted, they picked it up to closely observe it. The minute this person touched the shard, the dark power emitted from it quickly enveloped them in the form of a dark aura. This cause the mystery figure to quickly go mad with an absolute lust for power, corrupted, causing the eyes behind his shadowy face to brim a menacing red, leaving this to only do, laugh maniacally, "BWAHAHAHAHAAHAHA!"

* * *

**Two Weeks Later…New Vale City, USA (United States of Amerius) on Sunday (2:10 PM EST)**

**BGM-Sonic Rush OST-The Ordinary Zone**

"Smile!" Peter Parker takes a picture of his awesome reporter huntress girlfriend, Yang Xiao Long, who is wearing a casual brown leather jacket with a combed ponytail.

"Maybe I should drop-out from Beacon to become a model." Yang joked, smiling while Peter takes some pictures of her.

"Sure. You'd be perfect." Peter said.

"Would you two lovebirds stop flirting with each other? We're gonna be late for the Oscorp press conference, or do you want Jameson to yell at you two again?" Weiss interrupted the joking couple as they walk through town.

"He'll do that anyways." Peter replied.

"We're going, we're going, Ms. Future Osborn." Yang teased the heiress of her relationship with Oscorp's CEO, Harry Osborn, which annoyed her but at the same time made her blush as they moved on.

It's been about a month since the adventure on the Lost Hex. Peter Parker is spending the day hanging out with some of his friends like Yang and Weiss. Among with them are the other members of Team RWBY, Ruby Rose and Blake Belladonna, as well as their mobian friends such as Sonic the Hedgehog, Miles "Tails" Prower, and Amy Rose. The gang are currently heading to the Oscorp building to attend a press conference being held by their friend, Harry Osborn, about the future of the company. Hundreds of reporters have already arrived in front of the Oscorp Tower where the press conference will be held. Harry is already standing in front of the microphone to get ready to begin the conference.

"It's starting! You two better do your jobs correctly!" Weiss ordered Peter and Yang, both who work for the Daily Bugle as photographer and reporter respectively.

"Yes, ma'am." Both jokesters replied dryly, with Peter taking the pictures and Yang writing down notes while everyone else watch as Harry's about to speak to the massive crowd.

**BGM End**

"Thank you all for coming," Harry began talking to the public, "You may know Oscorp, but you might not know me. I'm Harry Osborn. When my father was arrested for his criminal activities, it was my mission to free this business from his corruption and transform it into an institution for the better of mankind. It was my privilege to rebuild this great city after the recent crises followed by the Convergence several months ago, but that was just the start. Recently, Oscorp has acquired HEXAeco, an energy production company that provides clean energy, as one of its new subsidiaries. In the months following today, starting with New Vale, cities all around the world will be powered by clean energy for a safer, healthier environment. My mother wanted to make the world a cleaner place, and that is what I am doing. It's the beginning of a new era. And we're going to enjoy it. Together."

The crowd clapped like crazy for the cleanest and encouraging press conference Oscorp had in a long while, signifying the company has regained the full trust of the public after Norman Osborn tarnished it with his crimes as the Green Goblin and is more successful than ever.

* * *

**Oscorp Mansion Penthouse (4:22 pm EST)**

A few hours after the press conference, Harry returns to his mansion in the city, extremely tired after answering so many questions and other things when you're the big-time owner of a multinational company.

"I am beat." An exhausted Harry said, sighing.

"Mr. Osborn." Harry's personal butler, Bernard Houseman, walks up to his young boss with some news. "Your friends are here to see you."

"Let them in. Thanks, Bernard." Harry replied, having a respectful and kind relationship with his butler, considering him family after disowning Norman as his father.

Houseman nodded in acknowledgement and went to open the door. Seconds later, his best friend, Peter, Team RWBY, Sonic, Tails, and Amy are all allowed in to meet up with the man of the hour.

"Harry, congratulations. I'm so happy for you." Weiss walks up and hugs her boyfriend, who has become an inspiration to her the day she takes over the Schnee Dust Company.

"Thanks, Weiss." Harry replied, sharing a kiss between them.

"Smile, lovebirds." Peter takes a picture of the cute rich couple.

"Peter…" Weiss remarked embarrassedly.

Harry chuckles as he walks up to his best friend for a bro-fist, "It's okay. Hey, man. Good to see you. It's been a long day. Press conferences never get easier."

"Whaddya talking about, Harry? You were great. You managed to turn Oscorp around in such a short time. I'm proud of you." Peter smiled.

"Yeah. It's no longer controlled by a hideous goblin monster that wants to share the world his evil skin cream." Sonic joked, getting Harry to chuckle.

"How 'bout you guys relax. Bernard should be getting the snacks. One of you will be getting all the cookies you want." Harry said, that last bit in regards to Ruby who loves her cookies.

"Yes! Why can't Weiss be this nice?" Ruby joked.

"Hey!" Weiss retorted in offense.

**BGM-Yu-Gi-Oh! GX OST-Everyday Life at the Academy**

Everyone went into the living room to relax. Harry was sitting with Weiss. Peter was sitting with Yang. Sonic and Tails were sitting with Blake. And Ruby was sitting with Amy. Bernard got them plenty of snacks and drinks which people like Ruby and Amy were more than grateful for. Once everyone got settled in, it was time for some friendly conversation regarding a future event at Midtown High that only Seniors like Harry and Peter should be focusing pretty soon.

"So Pete, have you gotten ready for Senior Prom this weekend?" Harry asked his best friend.

"That's this weekend? I totally forgot." Peter responded.

Yang sighs, "What else is new?" as she's used to Peter forgetting big social events because of the double life he lives, which also includes their dates and whatnot.

"Where is it gonna be at?" Tails asked Harry where the biggest dance of the Senior year is gonna take place.

"At the OsBall Club from 7 to 11 at night." Harry replied, having gotten permission to host the dance at one of Oscorp's private venues.

"OsBall Club. Catchy." Sonic grinned.

"I was in charge of organizing the dance. The place is just perfect! Juniors and guests are also allowed to join!" Amy smiled, as she and Tails are also Juniors of Peter's high school.

"Oscorp will be funding the event, so expect this to be the dance of the lifetime. I heard MJ's already going. How 'bout you guys?" Harry asked the rest of the group.

"Sounds fun!" Ruby smiled, planning to attend the dance as a guest.

"Me too!" Tails remarked, also planning to attend the dance.

"How 'bout you, Sonic? Will you come to the dance with me?" Amy flirted with her self-proclaimed boyfriend.

"Nah, pass." Sonic casually denied her request.

"Oh, for the love of-WHY?!" Amy retorted in shock.

"Not interested. Got something else to do." Sonic replied, leaning on the comfy sofa.

"Like running around the world with nothing to do for the umpteenth time?" Amy responded, giving him a deadpan look.

"Pretty much." The blue hero answered casually as well.

"There'll be chili dogs." Harry told him to convince him to come to the dance.

"Tempting." Sonic casually responded, a bit more interested but not enough to really change his mind.

"Sonic. You're GOING to the dance, or did you think I've forgiven you after you forgot our date when you SUPPOSDEDLY traveled to some 'medieval world'?" Amy glared at him.

"You're still mad about that?" Sonic sweatdropped, a bit shocked Amy hasn't forgiven him for the time he, along with Team RWBY, was summoned to another world to stop King Arthur.

Sonic sighs as he feels like he has no choice and reluctantly accepts Amy's offer, "Fine, fine. I'll go with you to the dance."

In a pink blur, an extremely happy Amy hugs him, much to his dismay, "You promise? HURRARY!"

"What about you, Pete? Will you and Yang be going to the dance? Me and Weiss have already agreed to go." Harry asked his best friend if he'll attend the dance.

"I will." Peter responded.

"You promise?" Yang asked her boyfriend.

"Trust me, I'll make it." Peter replied.

"You said that for the last 12 dates you missed." Yang frowned, as there seems to be a bit of strain between their relationship lately, most obviously because of Peter's life as Spider-Man has once again put a bullet in his social life and his relationship with Yang.

"I know, I know. Just been VERY busy with you-know-what. Don't worry. I promise I'll make it this time." Peter assured her confidently.

"How do you plan that?" Yang asked, not convinced of whatever plan he has in store.

"I'll just call Kaine. I'm sure he won't mind filling my shoes for a day. After all, he IS me." Peter explained, giving her his idea to call Scarlet Spider, his clone, to fill in for him while he's attending Senior Prom.

"That's a shame." Blake spoke up.

"What?" Peter turned to his faunus cat friend.

"I was actually thinking of calling Kaine if we could attend your Prom. He IS you, so I'm sure we can attend, if that's okay with you." Blake explained she was planning to go out with Kaine for Midtown Senior Prom.

Peter sighs in defeat as now he has no plan he'll be able to attend prom with the girl he loves without any distractions, "Alright. Fine. Guess that plan is out of the window. Just have to be lucky nothing bad happens on Saturday."

"You remember your special type of luck, right?" Sonic quipped about the Parker Luck, the bane of Peter's existence.

"You shut up, Mr. I'm Too Cool for Prom!" Peter quipped back, which only served to displease Yang some more.

"Ruby, make sure to keep an eye on these two morons so they won't show up late." Yang suggested to her little sister to watch Sonic and Peter and make sure they arrive to Prom.

"Seconded." Amy agrees with Yang, not wanting Sonic to run out of this dance of a lifetime.

"You can count on me!" Ruby saluted.

"This is gonna end in disaster. I just know it." Sonic said with a deadpan look.

"God, I HOPE not." Peter responded, face-palming while praying to the gods to make sure nothing world-ending happens on Saturday that needs the likes of him or Sonic to prevent.

**BGM End**

* * *

**Annapurna, Nepal (10:47 pm EST)**

**BGM-Shadow the Hedgehog OST-Foolish Humans**

"MWHAHAHAHAHAHAHA!"

Inside a mysterious temple in Nepal, the Mysterious Figure from before laughs evilly after completing their research on the meteor shard he collected. After two weeks of tireless experiments, this person has created an abomination. It would seem the meteor shard contained the alien organism referred to as a symbiote. Simply put, symbiotes are among the most dangerous creatures in the universe. They have converted whole worlds across the cosmos into their image by bonding with their unfortunate victims to do their bidding. This person is fully aware the dangers a symbiote could bring to the world and wants to use that to their advantage. By combining salvaged Chitauri and Metarex technology from the recent alien invasion that happened months ago thanks to Thanos with the symbiote substance from the shard, this shadowy evil has created a new monster that resembles a symbiote, but one that they could control. Their first creation was a dark purple-schemed symbiote that has the face and monstrosity as another famous and deadly symbiote the people of the world knew as, Venom.

"It's finally done. This _power_…I'm going mad with it and it's so…liberating." The shadowy figure said, as the corrupted dark aura and glowing red eyes they gained from the shard envelops their body once again. "Soon, I'll have an army under _my _control to destroy ALL resistance and take over this _wretched_ world. But I still need the other shards. With the power of these meteorites, no one will stop me! They will only watch, helplessly, as I BURN their world around them! Mwhahaha! BWAHAHAHAHAHAHA!" The mystery villain laughed maniacally with a plan to conquer the world with the meteor shards and destroy anyone that dares to get in their way.

**BGM End**

* * *

**KFX Here: Here's the prologue to the new story: The PHANTOM Menace. I gotta say, not sure if I did before, but it's refreshing writing stories that doesn't involve the universe in danger, and to poke fun at Peter's terrible luck. This story will have a focus on Peter and Yang's current relationship and its future. Keep reading to learn what's the current problem. If you're wondering how long this takes place after Lost Continent, about 1 month. **

**Question of the Chapter: What are you looking forward to in this story?**


	2. Issue 1: Attack of the PHANTOMS

_Issue 1: Attack of the PHANTOMS_

**Manhattan, New Vale City (Saturday, 5:11 PM EST)**

**BGM-Sonic Adventure Music Experience OST-Welcome to Station Square (Modern Remix)**

It's Saturday, and you know what that means? Midtown High's Senior Prom Night has finally arrived, at least in the next two hours it will. Friends of Peter Parker invited to the dance are making their last-minute preparations. In Sonic's case, trying out his new tuxedo in Men's Wearhouse. Good thing he's not alone. He's joined by Ruby, her friend, Blake, and Peter's brother/clone, Kaine Parker, also known as the Scarlet Spider, and Blake's boyfriend, who is also in the midst buying his formal suit.

"You're looking GREAT, Sonic!" Ruby complimented Sonic, who is still trying out his black tuxedo with a red neck bowtie that fits the small hedgehog.

"Thanks. Can we hurry up and buy this suit already?" A visibly impatient Sonic replied.

"Why? You in a rush for your date with Amy?" Ruby slyly teased.

"It's a DANCE, not a date. Neither I'll ever be in a rush for." Sonic quipped.

Meanwhile, Kaine shows off his fancy black tuxedo with the red trims to his date to Prom. "How do I look?" Kaine asked the faunus girl.

"Amazing." Blake smiled, finding him pretty attractive in the suit going well with his short cut hair, which, along with his height of 6"4', is to differentiate him from Peter.

"Thought that was Peter's thing?" Kaine replied.

"Technically, you ARE him." Blake quipped to the clone.

"Thanks for reminding me there'll be TWO Peters going to the same dance. Unless everyone is as dumb as Flash Thompson, this is gonna end in disaster." Kaine dryly joked.

"I KNOW, right?" Sonic quipped into the conversation as he said something similar a few days ago.

With their suits tried out and picked out, the boys go to the counters to buy them and head out with the girls out to the evening sidewalks of Manhattan. "Never been to a Senior Prom before! Then again, I guess you can call me a "Sophomore" at Beacon. Are you guys excited?!" Ruby asked the boys with much enthusiasm and excitement.

Kaine was the first to answer, "I guess? Never been to a prom before, if you don't count I have Peter's memories of his first one. I dunno. Not much of a "party person". I don't even know if I can dance."

"Good thing you're going out with me. This is actually the "second" dance I'm ever going." Blake told him, referencing her first dance during the Beacon Dance so long ago.

"Really? Did you enjoy the first one?" Kaine asked her.

"Admittedly, yeah, I did. Refreshing after the stress I been through around that time." Blake warmly smiled.

"If someone like Blake could have fun with something, I'm sure you could too." Sonic joked.

"What about you, Sonic? I'm kinda surprised you actually AGREED to go out with Amy. You're usually more stubborn than that. Are you feeling okay?" Ruby jokingly asked the hedgehog.

"It doesn't look like he has a fever." Blake slyly smirked, joking.

"Ha ha," Sonic faked laughed, "Since everyone else is going to prom, I thought I'd be nice and give in for once. That, and…I remembered I lost a bet to Knuckles that I should go out with Amy the next time she asks for a date." The hedgehog shamefully admitted, getting disappointed deadpan stares from the huntresses-in-training as they continue walking.

"Don't let her know that. By the way, where's Peter? He's coming to the dance too, right?" Kaine asked, wondering where his brother is at the moment.

"He's cleaning up whatever crime that might interfere for tonight and making sure he's not called in for any Avengers mission. He's kinda on "thin ice" at the moment with Yang, if you catch my drift." Sonic told the clone what's kinda going on with Peter's love life nowadays.

"It's that time of the year again, huh?" Kaine responded, fully knowledge of Peter's past relationships and how well they ended up for him. "Well tell him don't be late. I don't want his girlfriend to mistake me for him on the dancefloor."

"See ya later at 7!" Blake reminded Ruby and Sonic of the time the Midtown Dance will begin as she and Kaine leave them together.

**BGM End**

"Welp, it's just us. Since I'm in charge making sure you and Peter show up on time, let's go find him!" Ruby told Sonic and reminds him her sister and Amy put her in charge watching Sonic and Peter to make sure they don't do any funny business that'll cause them to be late for prom.

**BGM-Sonic Adventure OST-Zero the Chase-Master**

The search for Peter begins, but it looks like it'll be a lot tougher than they realized. Sonic gets the feeling something bad is going to happen and looks to one of the tall rooftops above him and notices something, or someone hopping from rooftop to rooftop.

"Hey! Look up there! Isn't that…?" Sonic points Ruby to the mystery figure he spotted. A man wearing a brown coat over his green suit. What's more unique about this person are the four mechanical tentacles that he's using to hop between rooftops in a single bound.

Both Sonic and Ruby recognize this villain completely as he is one of Spider-Man's most notorious arch-enemies. "Doctor Octopus!" Ruby recognized the mad scientist with extra mechanical limbs.

"And he's not alone! Look!" Sonic points to another criminal flying above Doc Ock. A criminal in an orange Halloween costume that resembles some "goblin" riding on his demonic bat-like glider with Ock.

"It's Hobgoblin! What are they up to?" Sonic asked, wondering about the team-up between Hobgoblin and Doc Ock, and for what purpose.

Ruby looks on at the two supervillains traveling together across the city for a great purpose unnoticed besides the two of them. "We should follow them. It could be trouble." Ruby suggested.

"At least I could do something fun before prom." Sonic joked, racing with Ruby as they discreetly follow the criminals to their objective, all the way to Speed Highway.

**BGM End**

* * *

**Speedy Highway, New Vale City (5:34 PM EST)**

Speedy Highway. Once a section in Station Square with a number of highways winding through its urbanized areas, is now the official "sixth" borough to New Vale City similar to Brooklyn and Manhattan since the Convergence merged the worlds together. Its own island where high roads and tall skyscrapers are a plenty and its downtown streets are peaceful.

"There I was sitting here thinking…What a peaceful dull evening…" Spider-Man said to himself, crossing his arms and standing on one the edge of the many tall rooftops right there in Speed Highway to look onward. "There's not much crime. The Avengers don't need me for anything. I might actually make it to prom on-time. Yup. A peaceful dull evening…"

**BGM-Spider-Man Unlimited Game OST-Boss!**

Right then and there, two familiar metal tentacles were about to surprise attack Spider-Man from behind. Luckily he is fully aware of the danger he's in because of his Spider-Sense and is already ready to dodge. "And then BOOM!" Spidey jumps off the rooftop before he could get smashed by the tentacles. "The nut-jobs show up to ruin my night." He jokes while shooting a web-line to swing on and kick Doc Ock back on the rooftop.

"My old pals. Doc Ock…" Peter then immediately senses a laughing Hobgoblin flying around and prepares to lunge explosive pumpkin bombs at him. "And Hobgoblin. If Green Goblin and Venom were here, it would feel like a family reunion." He jokes before jumping away from the explosions. "If my family were comprised of…" Suddenly, red tendrils grabs Peter from above and reels him fast up high to his other crazy nemesis, the psychopathic red symbiote, Carnage. "LUNATIIIIIIIIICS!" Spidey screams as he's being reels in to Carnage's mouth, who wants to bite his head off, but he managed to hold his head and stop him from doing so. "Phew-wee! Carnage, my friend, you need to get yourself some breath mints." Peter continues with the joking before falling down, away from Carnage's wrath. At the same time he lands, however, Spidey receives a surprise giant sand punch that pins him to the rooftop wall in pain.

"Got any clever little quips for me, Webhead?" The sandy criminal, Sandman, quipped to his spider-foe as he crosses his arms while the other three villains reunite with him, with all of them having a common goal of defeating Spider-Man once and for all.

Luckily, Sandman isn't the only one who has back-up. "Sandman? You're a walking pile of kitty litter. Making fun of you would be too easy." Everyone turns to see it was Sonic the Hedgehog arriving to make fun of the sandy villain, standing with his friend, Ruby Rose, to assist their web-slinging friend.

"Yo, Spidey! Let us have some fun!" Sonic said, speeding pass the villains while leaving a trail of wind to distract so Spidey and Ruby could get the drop on them. "Looks like you could use a hand." Sonic jokes, kicking Sandman.

"What I could use is a bazooka!" Spidey quipped, firing web balls to spray the villains with sticky webbing.

"I don't have a bazooka, but how about THIS!" Ruby tosses him three explosive Dummy Ring Bombs for Spidey to grab with his webbing and throw it inside Sandman as it counts down to zero.

"Oh no…" Sandman has the utter face of dismay as he could feel like blowing up any second now.

**BGM End**

A second later, a huge explosion of Dummy Rings was potent enough to easily defeat all four supervillains without even trying. The three heroes took cover when the explosion happened, and once it was safe to come out, they came out.

"Those explosive Dummy Rings Bombs sure came in handy." Spidey commented.

"Courtesy of Tails." Ruby grinned, holding her scythe on her shoulder. "C'mon. We're gonna be late for prom. Let's get these guys back to prison before…"

Several loud snarls interrupted the little huntress in the form of a few dozen purple symbiote-looking, humanoid monstrosities crawling up the walls and onto the rooftop the heroes and villains are standing on.

"Spidey! What the heck are these things?!" Sonic asked what these creatures are, but Spidey has no idea what they are either, except they're nasty and vicious.

The villains recover just in time to be shocked they're surrounded by these symbiote creatures with the heroes they hate so much, implying the villains have no idea what these things are either and aren't the ones using them. "Friends of yours, Carnage?" Peter asked the crazy red symbiote.

"_**The only friends I need are their blood! C'mere, you little-!" **_Carnage was gonna run up and chop one of the creatures' head off, but as he got closer to them, a few jumped him and simply teleported themselves away with Carnage in tow.

"What the…" Spidey is shocked that someone as dangerous and powerful as Carnage was taken away without a fight. Now the heroes and the remaining villains are helpless but to slowly walk backwards to the rooftop wall as they get surrounded by these creatures. It didn't take long until Doc Ock was the second to get captured by these weird creatures and sent away to who knows where. Then Hobgoblin and Sandman were captured as well.

"Spidey, what's happening?" Sonic asked as he, Spidey, and Ruby are the only people remaining on this rooftop with dozens of killer symbiote creatures.

The creatures totally have the heroes surrounded from all fronts. And if these things weren't weird enough, a bright light shines down on the heroes from a massive airship floating above them. "If this day gets any weirder, I may have to scream…" Spidey joked.

"Didn't you say something like that before?" Ruby asked, as she vaguely remembers Peter saying those exact same lines before, possibly before their adventure in Ylisse.

The bright light begins to suck up the heroes into the ship, but not before Spidey could say, "And I'll say it again. YAAAAAAAAAAAAH!" The webslinger screamed along with his two friends as they get sucked into the giant airship in the sky away from the creatures, but to safety or to another trap?

* * *

**The Bridge, SHIELD Helicarrier (5:52 PM EST)**

**BGM-Spider-Man: Friend or Foe OST-Helicarrier Hub**

The three young heroes have been suddenly teleported to the bridge of a ship they know all too well. "Huh? What happened? How did we get here?" Sonic asked his two friends as they look around with confused looks on their faces.

"Hey. We're in the…" Spidey recognized the ship they're in, but before could he finish, someone else decided to finish for him.

"SHIELD Helicarrier. Welcome aboard, you three."

The D-Avengers turn around to an African-American man wearing a coat and an eyepatch covering his left eye approaching them. Walking along with the man is a young tan woman in the standard secret agent uniform and a robot teenager in basic armor with green eyes and spiky auburn hair that sprouts outward. Spidey and the others clearly recognize these three approaching them.

"Nick Fury? Maria Hill?" Spidey remarked, recognizing the Director of SHIELD and his second-in-command.

"Axl!" Ruby remarked in joy to be reunited with their old Maverick Hunter friend from another dimension.

"Hey, kid. Been a while, hasn't it?" Axl smirked back at his old teammates.

"Always a pleasure to see our favorite dual-wielding reploid. How's it going being the Maverick Hunter's official liaison to SHIELD?" Sonic asked him with a smirk. Since the Exo War, Axl has been appointed a liaison between the Maverick Hunters and SHIELD to keep a close contact between this world and his of anything that requires both worlds' attention.

"A bit boring sometimes, but it's alright." Axl grinned.

"We heard you got hurt by someone called 'Lumine'. Are you okay?" Ruby asked in concern for her reploid friend as she last heard about Axl's recent mission with X and Zero involving an incident at a "Jakob Orbital Elevator" and their final fight with Sigma.

"Never better. It'll take more than a strike to the forehead to put me down." Axl grinned.

"Axl's here to assist us in some problems we're having that might require his skills." Fury chimed in.

"Y'know, we're happy to be alive and all, but, how did we get here?" Spidey asked the director.

"Our new short-range teleporter pulled you out of the frame. Hill, is everything in order? It's time to get to work." Fury said to his second-in-command as he wants to get down into some important business right away.

**BGM-Sonic Adventure 2 OST-Strategy**

Maria Hill types on the computer to pull up several holographic projections involving space, the globe, and those strange creatures that attacked Spidey and friends. "Everything is set and ready for explanation." Hill told the director.

"Don't you guys have an A.I. for this stuff so we can talk to it?" Peter asked.

"Only if you want to irritate me." Fury replied. "Hill, load up the meteor situation report (MSR)." He directed as he begins to inform Spider-Man's group, including Axl, of what's going on.

Hill does what she's told and loaded up a video of the galaxy and a meteor storm as Fury begins to brief the heroes. "A few weeks ago, a meteor storm passed through our corner of the galaxy. Now most of those space rocks went racing right on by Mobiant Earth. They gave off the same energy reading as your old symbiote friend, Spidey."

"Venom!" Spidey remarked to the fact those meteors have symbiotes in them.

"Right. But that's not the worst part!" Fury said.

"It gets WORSE than Venom?" Spidey replied, finding that hard to believe anything could be worse than Venom.

"See that meteor shower containing the symbiotes, one of the meteors went into low earth orbit and bounced across the atmosphere like a stone on water, but as it went it broke apart into smaller shards." Fury continued.

"We managed to track down the locations where those meteor shards landed: One's in Tokyo, Japan. Second's on Tangaroa Island. The third's hanging around in Shamaruo, Egyptia. Fourth's in Stokerstov, Transylvania. And the fifth shard's in Annapurna, Nepal." Hill told the heroes as the holographic map pinpoints the general location of where all five meteor shards landed up in.

"We tracked them down, but before we could move in to collect them, THESE nasty pieces of work started showing up." Fury said, putting the image of those strange symbiotic creatures up in the forefront.

"We call them PHANTOMS: Perpetual Holographic Avatar/Nanotech Offensive Monster." Hill said, giving the name to these "PHANTOMS".

"You guys have a department just for acronyms, don't you?" Sonic joked.

"PHANTOMS aren't biological. They're a mix of solid light holographic technology, Chitauri and Metarex Tech salvaged from the recent invasion, and the symbiote substance found in the meteors." Fury said.

"Somebody's making monsters that use the symbiote goo? That's just great!" Spidey remarked sarcastically.

"They're not as advanced as Reploids though, but whoever are making these things knows their stuff." Axl gave his two-cents on this, thinking the person creating the PHANTOMS have to be some sort of genius, and a madman for messing around with symbiotes.

"We're clearly dealing with someone of advanced technological means creating these things and they obviously have their hands on one shard already, so WE need to get to the other shards before they can." Fury continued talking. "That's why I need you and your friends' help, Spider-Man. You three faced enough super-powered threats already, not to mention some of you were QUITE involved in the last symbiote madness we had to deal with. May I remind ONE of you blew up the symbiote planet, Klyntar, a while back, resulting in its pieces to scatter across the universe, and are those same pieces that have landed in our world."

Sonic and Spider-Man give a good long, stern glare at Ruby, who was the person who blew up the symbiote homeworld during the interdimensional symbiote invasion a year ago, and is now the same girl who's going to make them late for prom. Ruby moves her eyes around from them for a split-second before chuckling nervously and scratching her embarrassed hair.

"Why are we all staring at Ruby?" Axl asked, completely thrown out the loop since he wasn't here for those events.

"She used the Eclipse Cannon to blow up the symbiote homeworld to stop them from further invading the planet." Hill answered.

"You blew up a PLANET?! That's awesome!" Axl remarked excitedly.  
"I know! I got to command the biggest weapon in the whole universe! It was so awesome!" Ruby replied, sharing the reploid's excited enthusiasm, still getting chills from being allow to activate the Eclipse Cannon of the Space Colony Ark back then.

"Great! The only person who's NOT going to be in trouble for being late, is causing US for being late!" Sonic remarked, crossing his arms while giving Ruby an annoyed stare, as thanks to her, he and Spidey are most likely gonna be late for prom to clean up her mess.

"There's gotta be someone else you can use. Can't you guys call the Avengers?" Peter asked the special SHIELD agents as he has no time to save the world when he has prom to attend.

"Off-world." Fury simply answered.

"The Freedom Fighters?"

"Europe, dealing with something else just as big and won't be available." Hill answered next.

"Ms. Marvel?"

"Parker!" Fury called to shut him up as he's starting to joke.

"But I'm just the friendly neighborhood Spider-Man." Spidey argued.

"Bitch, please. You been to space in other universes." Fury cursed, shutting down his argument completely.

"But we can't do this now. We got Prom in like an hour and my life is already stressed out with problems." Peter argued again, bringing up his current life problems involving his love life among other things.

"There won't BE prom if the world gets destroyed. Stop whining. You know the saying around here: 'Saving the world is a full time job'!" Fury debated back, enough to finally get Peter to shut up and accept the mission.

Spidey sighs as he admits defeat, having no choice but to help Nick Fury deal with this "PHANTOM Menace". "Yeah, yeah, I know. Yang's gonna kill me. Alright, we're in. Where do we start?" He reluctantly asks, agreeing to work with Sonic, Ruby, and Axl to stop the PHANTOMS and their creator from taking over the world, and hopefully still make it to prom before it's over.

**BGM End**

* * *

**KFX Here: And that's the first chapter. The typical Parker Luck is messing with Peter's life again and now has to save the world and hopefully get to prom before it's over. A race against time like no other. As you read, the events of Mega Man X8 did occur during the time between Exo War and this story. That means Sigma is dead for good. Lumine is destroyed. If you played the game, you know what I'm talking about. That means Axl here is now Post-Mega Man X8. Don't ask me about Command Mission, because continuity in that game is a bit confusing.**

**XenoSlayer93: I think it's safe to say that I have decided I WON'T have Harry Osborn as New Goblin. He's already been a Goblin once in this universe and that resulted in his death. Being a Goblin is a curse in his eyes and rather focus on reshaping Oscorp for the better and leave the superhero stuff to Spider-Man.**

**For those saying Peter and Yang's relationship is the best in this series, uh, thanks, but I don't think so. Far from it. I am TERRIBLE with romantic love stories. The purpose of this story is to develop their relationship some more since I feel like I haven't really "expanded" it you could say, like at all besides a few cute moments here and there. It's not gonna be perfect, but I'll try my best and I hope I won't disappoint.**

**Question of the Chapter: How do you feel about each romantic relationship in this series, which aren't much to choose from? I might've asked this before but I'm asking again considering the plot of this story.**


	3. Issue 2: Return of the Octopus

**BGM-Spider-Man: Friend or Foe OST-Credits**

**Spider-Man: Look out! It's your friendly neighborhood Spider-Man! Things have been really rough for me these past few weeks. As expected, my double life as Peter Parker and Spider-Man are at war again and it's affecting my relationship with Yang. Not helping matters, Nick Fury called up me, Sonic, Ruby, and Axl at the worst possible time to help him stop these creatures called PHANTOMS made from symbiote goo found in meteor shards. Now the four of us have to travel around the world to find the other shards and stop the guy making these things. Why does it have to be tonight? Prom hasn't even started and it's already a disaster! Ugggh!**

**BGM End**

* * *

_Issue 2: Return of the Octopus_

**Queens, New Vale City (6:02 PM EST)**

May Parker, Peter's beloved aunt, has been keeping herself occupied cleaning up the floors of her living room when someone rings her doorbell. She opens the door to see Yang wearing her prom dress for Senior Prom: a gorgeous short, white, halter neck dress with a pale gray hem and white pumps that should surely capture the hearts of all boys that gaze upon her.

"Oh, hello Yang. You're looking quite beautiful tonight." May complimented the blond huntress.

"Kinda have to if I want to knock Peter's shoes off. I love it when he's all speechless," Yang jokes, "Is Peter ready or is he that embarrassed to see me?" She asked, wondering if Peter's inside.

"Sorry. I haven't seen him since this afternoon." Aunt May told her nephew's girlfriend, which quickly got her to frown on the face.

"Oh…So he's not inside?" A disappointed Yang remarked.

"Oh, don't be upset," A smiling May put her gentle hand on Yang's shoulder to comfort her, "I'm sure Peter's on his way to the dance to meet you there after wrapping up some business with criminals or whatever. You know how busy he could get."

"A little too well." Yang muttered under her breath. "Well, just call me if you hear from him. Take care of yourself, May. I'll have Zwei to keep you company."

"Have fun, Yang." May smiled at her before closing the door.

Disappointed Peter wasn't home to go out with her, Yang walks back to the sidewalk where Harry's black limousine is parked that is meant to take everyone to the dance. Harry, Weiss, Blake, Kaine are sitting inside in their prom uniforms, with the boys wearing tuxedos and the girls in the same dress they wore for the Beacon Dance. Accompany them is Team JNPR, who were also invited to the dance and are in their own prom uniform too. Yang meets up with Mary Jane Watson, who is wearing a gorgeous black dress that would make boys swoon, Tails, wearing his own tuxedo, and Amy, wearing a cute pink and white dress that fits her personality and would hopefully get Sonic to swoon for her, if that feat really is possible.

"Peter's not inside?" MJ asked her blond best friend.

"Nope. Doesn't look like Sonic or Ruby were inside either. Maybe they're getting ready at Tails's Workshop?" Yang guessed.

"I didn't see them there when I left." Tails replied.

Amy, as expected from the short-tempered hedgehog when it comes to anything Sonic-related, especially for a dance this big, is already fed up that Sonic isn't here and growls intensely. "Sonic! Where the heck is he?! This is like the one time I've taken a limo to somewhere! Did he stood me up?! I won't forgive him for this!" Amy remarked.

"I'm pretty sure even Sonic's not that cruel to do that." MJ believed.

"Kaine! Blake!" Amy practically shouted as she turns around to face Kaine in the car, startling and probably scaring both him and Blake, "You two were with Sonic earlier! Where is he?!"

"H-How the hell should I know?" Kaine replied, crossing his arms in annoyance.

"Aren't you Peter's brother?!" Amy retorted.

"I'm his CLONE! We don't have a psychic link! I'm not a witch!" Kaine retorts back.

"Really? You kinda do with the right makeup." Nora joked, earning Kaine's annoyed glare and anger growl.

"I'm sure Peter will make it. This kinda thing happens a lot. Believe me. We should get moving before Hulk and Abomination arm-wrestle and cause massive traffic." MJ joked while also comforting Yang that Peter will show up to the dance, late most likely, but he will appear along with Sonic and Ruby.

"SONIC! IF YOU COME LATE, I'LL NEVER FORGIVE YOU!" Amy shouted to the nightly heavens, hoping her hero will show up to prom tonight.

* * *

**SHIELD Helicarrier (6:25 PM EST)**

**BGM-Mega Man ZX Advent OST-Den of Hunters**

"Can we wrap this up already? I'm pretty sure I just heard Amy shout my name to the sky." Sonic joked, which isn't far from the truth.

Unaware to their friends in New Vale, Sonic, Spider-Man, and Ruby are FAR from home right now. They're inside the SHIELD Helicarrier with Axl, Nick Fury, and Maria Hill on a mission to save the world from the PHANTOMS, weird robots that were created from Earth tech and alien tech and a symbiote meteor shard thanks to some mysterious villain they currently have no information on.

"I thought you weren't the "dating" sort-of hedgehog." Maria Hill said.

"It's a DANCE, not a date! There's a difference! You wouldn't know since I doubt anyone has ever asked you out." Sonic quipped, angering the special agent until Fury stops her from doing something stupid.

"Not now, Hill. Sonic's got a point. We need to wrap this up as quickly as possible before the PHANTOMS could gather the other four meteor shards. We're on our way to Tokyo right now. How 'bout you show us what we got on Japan." Fury ordered his second-in-command.

"Right away, sir." Hill begrudgingly followed her boss's orders, still not forgiving the hedgehog while Sonic gives her a playful cool stare. Hill puts up some holo-screens of what they know happening in Tokyo at the moment as Fury gets ready to brief the team on their mission.

"Team, we tracked down the first meteor but it was retrieved and taken somewhere in Tokyo. Complicating matters are sightings of a couple of old friends of Spidey's: Doctor Octopus and Hobgoblin." Fury informed as holo-images of Doc Ock and Hobgoblin appear in front of them.

"I was wondering what happened to those two. Guess they won a first-prize trip to Japan by getting themselves kidnapped." Spidey joked.

"Additional scans of local media police vans and screaming in streets indicate high concentration of PHANTOM activity. It looks like their symbiote index are 5% at maximum, so they shouldn't be that hard to beat." Hill informed, showing holo-images of the Infantry Unit, a white basic PHANTOM prototype unit.

"Well, sounds like we should get down there." Ruby said, already ready to go, but Fury's not done.

"Hold up, there's one more bit of information. We got two operatives in the area. You recognize THESE two, right?" Fury puts up two holo-images of a cat-burglar dressed as a "black cat" and an anthropomorphic bat with a large pink heart on her chest that surely the team knows full well from their occupation alone.

"Black Cat and Rouge the Bat? How could we forget about a couple of master thieves with hearts of gold that I'm sure they also want to steal?" Peter joked to the director.

"They might be willing to lend a hand if you bump into them." Fury told the team.

"So to review: crazy hologram monsters, crazy bad guys, lost meteor shard, and two heroic thieves." Sonic summed up everything they were briefed about.

"That's it in a nutshell. Good luck down there." Fury wished them good luck on their mission.

**BGM End**

* * *

**Tokyo, Japan: Industrial Plant (6:36 PM EST)**

**BGM-Spider-Man: Friend or Foe OST-Industrial Plant (Explore A)**

The Helicarrier teleports Spidey's team inside an active industrial plant in the Japanese city of Tokyo. "I'm liking this new teleporter. It'll make traveling the world a whole lot easier and hopefully make it home on time for prom." Spider-Man said, liking SHIELD's new teleporter.

"You do know prom starts in less than 30 minutes and we haven't gotten a single shard yet." Sonic reminded.

"Stop ruining the mood." Spidey quipped.

Axl touches his ear comm to contact Nick Fury of their arrival, "Director Fury. We made it inside the industrial plant."

'_Good job. That meteor fragment has to be there somewhere. In the meantime, the PHANTOMS are swarming the plant and have taken its workers hostage. We also received intel Doc Ock set up a lab inside and is seen hanging around the PHANTOMS in the area.' _Fury informed the heroes.

"Doc Ock's working with the PHANTOMS? But didn't he get kidnapped by them, unless it was all for stage?" Ruby questioned why Ock is working with his kidnappers.

"I dunno. It DEFINETELY looked like Ock had no idea about the PHANTOMS. Leading an army of light bulb soliders? That's not his style." Spidey remarked, believing Ock is not in charge of this operation.

"He WAS hanging around with the Masters of Evil for a while. Maybe he learned a thing or two." Sonic responded.

'_We also have some video footage. It's interesting, Doc Ock seems to have a very specific agenda and he's not barking out orders at the PHANTOMS.' _Fury said._ 'I have a feeling they may only be there to create a diversion. You may be right, Spider-Man, it's not his style. We need to find out who's really behind this. But first, locate and rescue the hostages.' _The SHIELD Director ordered.

"That shouldn't be a problem." Spidey replied confidently, leading his team of four to save some hostages.

**BGM End**

**BGM-Spider-Man: Friend or Foe OST-Industrial Plant (Battle A)**

Not long traveling through this industrial plant, the team encountered the local PHANTOMS: The basic Infantry Units, the small Recon Drones, and some heavily armed Shock Troopers. "There they are! The PHANTOMS! Let's show them how we do things in our country!" Sonic said as the heroes engage in battle.

Sonic focuses his Homing Attacks to destroy a few Recon Drones, damaging one to cause it's hard-light core to overload and be vulnerable to Sonic's kick to be used as a convenient grenade against a Shock Trooper. Spider-Man does some spectacular fist-hitting combos on the Infantry Units before webbing two of them up and throwing them on a Shock Trooper he quickly destroys with a Web-Strike. Ruby slices up some Infantry Units with her scythe and smacks them into the air followed with an air combo before slamming them back down into pieces. Axl grins while easily destroys the remaining PHANTOMS with his rapid-fire, dual-wield Axl Bullet Guns.

"Ha ha! These guys weren't so tough." Axl cockily said.

'_That's because they were early PHANTOM prototypes. The later models will put up MUCH more of a fight.' _Fury told the cocky reploid not to get too cocky when better, stronger PHANTOMS start showing up.

"I'm a prototype too and I moped the floor with these scrap heaps. I'm sure I can still take the later models." Axl quipped.

"Do you know where the hostages are at?" Ruby asked Spider-Man, who's using his suit's HUD to scan and locate all the hostages in the area.

"There're in two separate rooms watched by PHANTOMS. Split up into two and rescue them. I'll go with Ruby while Sonic goes with Axl." Spidey ordered.

"Works for me. Try to keep up, robot boy!" Sonic grinned, revving up and dashing away with Axl to one of the hostage rooms while Spidey and Ruby go to the other one.

* * *

**With Spider-Man and Ruby…**

Spider-Man and Ruby ambush two PHANTOMS guarding the entrance into the hostage room, where more PHANTOMS start shooting at them. "Don't shoot! It's just your friendly international Spider-Man visiting Tokyo. I've always wanted to come here, but I'd appreciate it more if you guys weren't pathetically shooting at me." Spidey jokes while destroying some PHANTOMS.

"I always did want to visit Japan, just wished it wasn't like this!" Ruby said, using her Semblance to avoid the multiple plasma cannons from a Shock Trooper. She managed to get closer and slice off its legs and slide under it before it tripped to deal the finishing blow. With the PHANTOMS destroyed, the hostages are free thanks to these two international heroes.

"Is everyone okay?" Spider-Man asked the hostages.

"ありがとうございました!" The Japanese workers thanked the heroes in their native language, greatly confusing the English-speaking heroes what they're saying.

"Do you know what they're saying?" Spidey asked Ruby.

"Do I look like someone that speaks Japanese?" Ruby replied with a deadpan stare.

"Kinda." Spidey quipped, making Ruby to roll her eyes.

* * *

**With Sonic and Axl…**

"What's the matter? Can't catch me? Badniks would put up a better fight!" Sonic grinningly taunts his PHANTOMS enemies while working with Axl to destroy them and save the hostages. "I'll keep them busy! You save the hostages!" Sonic commanded.

"You got it!" Axl responded.

Sonic does some fancy-fast spin attacks on all the PHANTOMS to get their attention focused on him. Meanwhile, Axl frees the hostages while blasting down any leftover PHANTOM that comes his way. "HAH!" Sonic blitz through a Shock Trooper and lands at the same time it exploded. "Seriously, a Moto Bug was more challenging than this thing!" Sonic joked.

"Is everyone here alright?" Axl asked the workers.

"Oh yes. Thanks for the save, my friends." A worker who is the only one here that can speak English and goes by the name "Stan Lee" thanks the duo for rescuing them.

"Your welcome, old timer. Go through that door. It should lead you to a safe place." Sonic replied, pointing to a door to safety.

"You got it. Excelsior, my friend. Good luck saving the day. I know you can." Stan Lee believed in them as he helps his fellow workers exit the building.

"I like that guy. C'mon, let's go meet up with the others." Sonic told Axl, taking the lead back to the others.

Back where they split off, the four heroes reunited with their respective missions complete. "Are the hostages safe?" Spidey asked Sonic.

"Yeah. Looks like yours are too." Sonic replied.

'_Good work, team. Now meet up with Black Cat and Agent Rouge. They shouldn't be far from your position.' _Fury ordered.

"Let's go meet up with them." Spidey suggested, leading the gang as they head off to meet with the master thieves.

**BGM End**

Right in front of the high-tech entrance that leads to Doc Ock's secret lab are two of the best thieves in this world: Felicia Hardy, aka, the Black Cat, and Rouge the Bat, special secret agent of GUN. These kindred spirits are hacking into the controls to find a way into the lab to take on Doc Ock, and also steal whatever treasure he might have, if any. These thieves are so good at their jobs that they could also tell Spider-Man is hanging upside down behind them even when he was as silent as a spider could be.

"You think you're pretty sneaky, don't you?" Black Cat asked, standing up dangerously close to the upside down Spidey's face to flirt.

"I was ummm…oh boy…" Spider-Man awkwardly said after being reunited with his ex-girlfriend and hops down onto his feet. "Uh, hi, Black Cat." He then awkwardly greets his ex.

"Hey, Spidey, did you miss me? I heard its Prom Night back home. Did you come all this way to Tokyo to ask me out?" Black Cat teased him.

"Uh…" Spider-Man has no response to her teasing.

Felicia chuckles, "Alright, enough teasing."

Rouge smiles until she noticed Sonic, Ruby, and Axl have caught up. "Well, look who it is. Hi there, Big Blue. Long time no see." Rouge greeted her old blue friend.

"Hey there, Rouge. You too, Cat. Kinda surprised to see you guys in Japan." Sonic said.

"Tell me about it. Since when did you started working with SHIELD?" Spider-Man asked Black Cat as he never thought a thief like her would be an agent of SHIELD.

"Like you, it's a temporary thing. You know Spidey, I'd really love to catch up and all, but we're pressed for time and need to get inside this lab." Cat replied.

"That's right. We're looking for a crazy guy with big metal arms. Have you seen him?" Axl asked her, referring to Doc Ock.

"Yeah, he's inside this building. How bad do you want in?" Cat asked the team.

"Oh, ummm…pretty bad." Spidey replied.

"Looks like we all have something in common. We wanna go with." Rouge grinned, with her and Cat offering to work with the team.

"That could be arranged. Stand back." Sonic grinned.

**BGM-Spider-Man: Friend or Foe OST-Secret Lab (Explore A)**

Sonic charges up a Spin Dash and demolishes the secured entrance that leads into Doc Ock's secret lab: a white-colored high-tech base with Japanese kanji written above the doors and other parts of the room.

"After you, ladies." Sonic politely allowed Ruby, Rouge, and Black Cat to walk in first.

"What a true gentleman." Rouge quipped.

"I can be that too." Spidey said, swinging above everyone as they travel through this secret lab. Before they could meet with Ock, more PHANTOMS show up to halt their progress and immediately start shooting at them.

**BGM End**

**BGM-Spider-Man: Friend or Foe OST-Secret Lab (Battle A)**

"If you wanna be a gentleman, Spidey, help a lady trash these bots!" Cat said, hiding behind some cover from the gunfire.

"Anything for you, Cat! HYYYAH!" Spidey jumps up and web-throws an explosive canister to destroy a crowd of PHANTOMS to give the gang a fighting chance.

"Nice job, Spidey." Cat complimented, using her grappling hook as a melee weapon to smack down the holographic monstrosities. The cat-burglar shoots out the grapple for Rouge to grab and toss her to kick down a Shock Trooper.

"Can't touch this!" Sonic jokes, bouncing off the walls and easily blitz through the robots with dazzling speeds.

"Still got the moves, huh, blue boy?" Rouge teased as she flies over and have fun with the Recon Drones.

"I never lost them! Hehe!" Sonic smirks, using breakdance kicks to destroy more PHANTOMS.

"Hmmm…So, it that new cologne you're wearing?" Cat started flirting with Peter again during the amidst of this battle with the PHANTOMS.

"Nope, still the same one." Spidey casually responded, not falling for her flirts while kicking another PHANTOM in the head.

"Really? Anyway, we should wrap this up and get that meteor fragment. There's a lot more to these fragments than just rocks from space." Cat replied, ducking under more laserfire.

"Tell me about it! Now I know why they wanted you on this mission." Spidey said, firing web balls for Cat to redirect with kicks and claw swipes at the PHANTOMS.

"And you thought it was just for my charming personality! Come on, Spidey, they thought we'd make a good team." Cat flirted.

"Is SHIELD trying to get us back together? I dunno why's THAT their concern because we broke up for a reason, ya know with me being a hero and you being, well, a cat burglar." Spidey joked.

"Then why are you here hanging out with your ex and not your current girlfriend?" Cat teased him.

"Because there's a cosmic entity out there that LOVES to see me suffer." Spidey quipped, cursing his Parker Luck yet again.

**BGM End**

With a few distracting shots from Axl and one wide scythe swing from Ruby, the remaining PHANTOMS were defeated and the door to Doc Ock is waiting for them to enter. "We're clear. It's time for our appointment with the Doctor." Ruby joked as the group walks into Ock's personal chamber.

* * *

**Doc Ock's Fusion Reactor Chamber**

Doc Ock walks around in a wide enough room for himself and his experiments, most notably for his old fusion reactor experiment, the one where he could harness the power of a miniature sun in the palm of his hand. What's different about Ock is that he's wearing a mysterious mystical amulet that's shaped as a glowing green eye on his chest. So far, he doesn't look any different. He still looks and acts like Doc Ock, but there's definitely something suspicious about his amulet.

"Yes, yes, this will do nicely. The PHANTOMS will see their power increase tenfold!" Ock said, seemingly speaking with someone in his head but no one knows who.

"Thousands of miles from home and WHO do I bump into? But my favorite metal armed maniac."

Ock turns to the wall to see Spider-Man sticking on it like the interfering insect he is. "Spider-Man!" He exclaimed in surprise. Spidey attempts to lunge at him but got smacked hard to the wall by Ock's tentacles and falls down next to his friends.

"You okay, hotshot?" Cat asked him.

"Who needs ribs anyways…" Spidey weakly joked, holding onto his bruised chest as he stands up and stands alongside his friends to fight Doctor Octopus.

**BGM-Spider-Man: Friend or Foe OST-Doc Ock Boss Battle Phase 1**

"You fools will not stop me!" Octavius arrogantly proclaims as he takes position on top of his fusion reactor, using its power to create an impenetrable barrier in front of it so none of their attacks could work on him. Then he uses the two generators powering the machine to activate their self-defense mechanism and fire lasers at the heroes, forcing them to dodge fire.

"Full power!" Ock laughed, mocking the heroes as they could do nothing but dodge hopelessly from his attacks

"My attacks aren't working on that shield! Anyone got any ideas?" Axl asked, dodging laser fire while trying to use his Ray Gun to penetrate Ock's shield.

"Destroy the generators! They're what's powering his reactor!" Spidey commanded.

Ruby and Rouge strike at their own generator while managing to avoid laserfire at the same time. As the others keep Ock distracted, the two girls were able to destroy the generators, bringing down Ock's machine. "My precious machine!" Ock remarked in anguish.

**BGM End**

**BGM-Spider-Man: Friend or Foe OST-Doc Ock Boss Battle Phase 2**

"Then how about you come down here and fix it!" Spidey web-yanks Ock down for a butt-whooping.

"Try some of this!" Ock strikes a tentacle at Spider-Man but missed.

"Watch who you're fighting, Ock!" Sonic joked, hitting the mad doctor with a Spin Attack to the back.

"Aaargh! Annoying rodent!" Ock grabs Sonic with his tentacles and throws him at the miniature sun that will most surely kill him. Thankfully, he was rescued by a grapple yank from Black Cat.

"Thanks, Cat." Sonic thanked the thief.

"No problem-WHOA!" Cat exclaims as she and Sonic duck under Ock's tentacle whip.

"Excuse me, guys, but has Ock always been wearing that amulet?" Rouge asked about the strange amulet stuck on Ock while she flies away from his tentacles and almost got grabbed if Ruby didn't cover for her and deflected them with a scythe swing.

"No. This is the first time we've seen him wear it. What is it?" Ruby asked, repeatedly hopping away from Ock's tentacles floor strikes.

"I will DESTROY you!" Ock proclaimed, striking Ruby hard to the wall.

"Judging from the way Ock's acting, I'll take a wild guess it's some sort of mind-control device." Spidey believed while webbing up his tentacles to make it easier to fight him.

"Mind control, huh? That explains a lot. How do we free him?" Axl asks while blasting him with a Bound Blaster, a weapon that reflects off the surface to the walls and floors.

"Easy." Sonic kicks the amulet off Ock to the air. "Spidey, heads up!" He calls to the web-slinger. Spidey shoots a webline at the amulet, and with a few swings in the air, slams it down to its destruction, destroying the amulet and seemingly freeing Ock from its mind control.

**BGM End**

**BGM-Sonic Rush OST-Theme of Comical Event**

"Uggghh…What's going on?!" Ock groaned in pain as he feels like he recovered from the worst nightmare ever that resulted in a massive headache. Spidey and the others confront him, only for the weak octopus to weakly tell them, "I don't want to fight…"

"Doc, you were wreaking havoc until we broke the amulet controlling your mind." Spidey explained to the rescued villain.

"Someone took control of my mind? Wait, I seem to remember something about, uh, "meteor", but that's it. This is unacceptable!" Ock said, hating the fact a genius like him was controlled so easily.

"What about you come back to the Helicarrier and see if you can help us find out who it was. Do anything funny and you'll find yourself in a prison cell faster than Sonic could finish a chili dog." Rouge threatened the doctor but also offered his assistance to track down this mystery villain that controlled him.

"Fine! No one controls the great Otto Octavius and gets away with it!" Ock said, but agrees to share his knowledge to uncover the secrets of the PHANTOMS and to stop their boss.

"We're teaming up with ANOTHER mad scientist? This won't end with him betraying us at the end and trying to kill us, right?" Ruby asked Sonic as this is like the second time they've teamed up with their mortal enemy in the past month.

"I'm sure it won't end like that. Probably." Sonic quipped.

Before he leaves with Rouge and Black Cat back to the Helicarrier, Ock rubs his pained muscle as he feels like he got attacked but doesn't remember anything about fighting the heroes he just fought, "Say, if I didn't know any better I'd SWEAR I'd been punched."

Sonic, Ruby, and Axl try not to make eye contact by idly whistling while Spidey just says, "Oh. Really? Weird."

**BGM End**

* * *

**KFX Here: So Black Cat's back and is a secret agent for SHIELD. For this story anyways. Let the comparison between her and Rouge the Bat commence. I think it's become obvious Spider-Man and his pals won't make it to prom on-time, but remember, it's from 7 to 11 pm. They can still make it in-between.**

**Great Saiyaman54: Yo, kid. You're sounding very immature in your review and is clearly unknowledgeable of the Spider-Man mythos. You're basically calling every Spider-Man writer, both fanfic writers and officials from Marvel Comics, a bad writer for keeping Peter's life true to the character. Peter's life has always been up and down and all around with problems, so excuse me for staying true to his history. Keep complaining. No one won't care or listen. You'll just accomplish making yourself look foolish to others.**

**XenoSlayer983: Team Toxin will not be making an appearance in this story, but it's possible we could see Anti-Venom show up.**

**Sr. Red: I don't think I'll do a story based on Marvel Ultimate Alliance 3 since I "kinda" did with "D-Avengers: Exo War" as that story involved Thanos, the Black Order, and versions of the Infinity Stones called Exo Stones. You should check it out. It's a pretty fun read I'd say.**

**Question of the Chapter: What are your opinions on Black Cat and Rouge the Bat?**


	4. Issue 3: The Hobgoblin Screams Back

**BGM-Spider-Man: Friend or Foe OST-Credits**

**Sonic: I'm Sonic. Sonic the Hedgehog! We arrived in Tokyo to find the first meteor shard from the PHANTOMS. Along the way, we reunited with Rouge and Black Cat. They're working with SHIELD for now to stop Doc Ock, who was under mind control. This new villain must be really dangerous if they took control of Doc Ock. We still need to find that fragment. C'mon, guys, let's head to the rooftops!**

**BGM End**

* * *

_Issue 3: The Hobgoblin Screams Back_

**Tokyo, Japan: The Rooftops (6:54 PM EST)**

"Aaaaaah! Nice fresh air, high above the city, this is my type of place!" Spider-Man breathed in that clean fresh air, long and good, while standing on top of a Japanese rooftop in Tokyo. After Doc Ock was defeated and sent to the Helicarrier with Rouge and Black Cat, Spidey's team continue their search for the meteor fragment somewhere in the city.

**BGM-Spider-Man: Friend or Foe OST-The Rooftops (Explore)**

'_Hope you aren't thinking about taking a vacation.' _Fury interrupted Peter's happiness through their comms so he could brief them on their next mission objective. _'Our satellite scans detected the fragment. It's all at the Oscorp building here in Tokyo.' _He informed the team.

"I didn't know Oscorp had a building here." Ruby remarked.

"It's a multinational company. Of course there's one here." Sonic quipped.

Fury continues, _'Apparently Oscorp's R&D department was examining the fragment when they were attacked by the-.'_

"No wait, let me guess. The Hobgoblin?" Peter guessed correctly as Hobgoblin was one of the villains that were kidnapped just like Ock.

'_That's right. Bad news is that we think the Goblin is under mind control just like Doc Ock was. We just don't know who's behind it yet,' _Fury said, _'The pieces of the mind control device you destroyed during your battle with Ock should give us some clues, but we need more time to examine them.'_

"So in a nutshell, crazy Goblin on the loose and still no idea who we are after?" Spidey quipped.

'_Correct. Now listen carefully. Hobgoblin has set up a number of bio-hazard chemical canisters, protected by shields, and are about to be launched in the air above Tokyo. The shield generators are located on the rooftops. Knock out the shield generators and then deactivate the canisters.' _Fury informed them of their mission.

"Wow, someone really wants that fragment. So once again, this smells like a diversion." Axl remarked.

'_I have the same feeling but we can't ignore this threat.' _Fury said.

"Of course." Peter responded.

'_I've already sent Black Cat and Rouge ahead to survey the Oscorp building. They're looking for clues to give us a better picture of what's going on there. So in the meantime, find all of the bio-hazard canisters and deactivate them.' _Fury ordered.

"Aye-aye, Fury. …That wasn't intentional." Peter apologized for the inappropriate pun to the one-eyed director.

'_Just don't mess this up.' _Fury scowled before turning off communications.

**BGM End**

**BGM-Spider-Man: Friend or Foe OST-The Rooftops (Battle A)**

"We need to destroy those shield generators. Ruby. Sonic. Go after the generators. Me and Axl will be in position to shut down the canisters." Spidey suggested their plan.

"Ride on!" Sonic remarks, dashing off with Ruby for the generators while Spidey and Axl locate the canisters.

Sonic speedily hops off the Tokyo rooftops in search of shield generators and quickly found two that are shaped like satellites guarded by Shock Trooper PHANTOMS. "Found two generators! Give me a sec to break 'em!" Sonic informed his team through their comms, using his speed to defeat the PHANTOMS and destroy the generators.

Over with Ruby, she's already combating some PHANTOMS guarding another two generators. Ruby dodges the holograms' attacks and counter with scythe swings and destroys them along with the other two shield generators. "The shields should be down!" Ruby informed the rest of the team.

And as for Spider-Man and Axl, they're in the amidst of battle against some PHANTOMS before they could shut down the canisters before they launch. "Good! We're about to deactivate the canisters. You know what you're doing, Ax?" Spidey asked Axl if he knows how to deactivate these canisters bombs all while the webhead strikes down a PHANTOM drone.

"I'm a Maverick Hunter. I shoot at them, right?" Axl joked while blasting PHANTOMS.

"That's not what I was thinking!" Peter quipped.

"I'm just joking. You guys' tech aren't that advanced compared to Abel City's." Axl quipped while shutting down a few canisters.

"That's just hurtful." Spidey quipped, up-kicking a PHANTOM into submission.

**BGM End**

Once the PHANTOMS were out of the way, Spidey and Axl were able to deactivate the bio-hazard canisters in time before they brought disaster to this Japanese city. "There. We just prevented Tokyo from turning into the next Raccoon City." Spidey joked as Sonic and Ruby reunite with them and for Nick Fury to congratulate them.

'_Well done, team. The people of Tokyo can rest easy. But before you get too comfortable, we still have A LOT of work ahead of us. Black Cat and Rouge's reports are just in from their scouting mission.' _Fury informed.

"Aaaand?" Peter quipped.

'_The tower is too heavily guarded to risk a frontal assault. The Hobgoblin knows you're coming.' _Fury said, saying Hobgoblin has taken control of Oscorp Japan and is ready for the heroes when they come for him and the meteor shard.

"Please tell us there's a back door." Ruby remarked worriedly.

'_There is a safer way in through the parking garage, but it won't be easy. Luckily, Doc Ock is willing to help crack the code on the security doors with a little device he whipped up for us.' _Fury informed them to meet up with the villainous Doctor Octopus, which is most definitely a bad idea in the heroes' eyes.

"Can we REALLY trust Ock?" Spidey asked the director.

'_No, but he's definitely an asset on this mission with his intricate knowledge of computers and electronics, not to mention he is an incredible scientist. That, and the fact he volunteered.' _Fury explained his reasoning why they should trust Doc Ock for this mission.

"Oh, the day just KEEPS getting better." Sonic remarked sarcastically.

'_So remember, rendezvous with Ock in the parking garage, and don't waste time. Fury out.' _Fury said before hanging up the call.

"Let's not keep the Doc waiting." Axl said. Before anyone could head off to meet up with Ock, Peter's cellphone begins ringing. "Is that your phone?" Axl turned to the wall-crawler, who is taking out his new smartphone that looks like a cross between a Samsung Galaxy and a Scroll with the Oscorp logo.

"It's the new "OsPhone" Harry gave us to test out before official release. It has all the features of your regular smartphone and a Scroll with clean internet reception and unlimited data anywhere on the planet. Pretty high-tech. And it looks like Harry's calling." Peter gave a brief description of the "OsPhone" that he and his friends are the first ones to receive first because of their friendship with Harry Osborn. "Look. It even has "Air Display" mode. See? Now let's see what Harry wants."

Peter presses a button on his phone that pops up a holographic screen floating in the air before the team. Air Display Mode also acts as a solid object that reacts to physical touch. And just as the screen turns on, instead of Harry being on screen, it's the full facial fury of one angry Amy Rose.

**BGM-Sonic the Hedgehog: Passion & Pride OST-My Sweet Passion (Instrumental)**

'_SONIC! THERE YOU ARE!'_ Amy shouted so loud it shook the floating holographic screen, greatly startling the team with her fury, mostly Sonic.

"GAH! A-Amy?!" Sonic reacted in fear, taking a step backwards.

Amy took a step back for Yang to sternly start talking to her boyfriend and his friends with him. _'Peter! Prom's about to start in a few minutes! Where the heck are you guys?!' _Yang asked him before pulling back to her seat in Harry's limo sitting next to everyone else heading to prom at the moment back in New Vale City.

Spidey's lenses widen in fear and starts to stutter, "Uh-oh…We're, ummmm…r-right by Oscorp…"

'_Really? We just passed by Oscorp.' _Harry calmly responded.

"In Japan…" Peter sheepishly told his friends back in Amerius he's in Japan at the moment with Sonic, Ruby, and Axl.

'_WHAAAT?!' _Both Amy and Yang shouted in angry surprise that their dates are suddenly halfway across the world during prom night, scaring their respective dates.

'_What a coincidence. Just received alerts Hobgoblin and some crazy robots are attacking the building. Do you have any idea what's going on?' _Harry asked his friends in Japan at the moment, staying cool and collected with the conversation in contrast to the frustration and disappointment Amy and Yang are feeling right now.

"Nick Fury kidnapped us and is forcing us to travel around the world to collect space rocks from some new bad guy." Sonic responded, a bit jokingly.

'_ON PROM NIGHT?! Can't you just say no?!' _Amy loudly retorted.

"Against Nick Fury?! That guy has a one-eyed stare that can kill dinosaurs!" Spidey joked, saying it's impossible to ignore Nick Fury, especially when he handpicks you for a mission.

'_How long will it take until you're done?' _Tails chimed in to ask.

"Don't know yet. We kinda just started." Axl chimed in to the conversation finally and mildly surprises Tails and the others with his presence.

'_Axl! We didn't know you were with them. Who else is helping you guys?' _Tails asked.

"We teamed-up with Black Cat and Rouge on the way here." Ruby spoke up, which was a bad move as evident by the popped, shock faces from Sonic and Spider-Man.

'_Black Cat and Rouge?! You mean you been hanging out with those two flirts before hanging out with US?!' _Amy shouted while Yang just gives a mean glare.

"Ruby, zip it!" Sonic barks at the embarrassed chuckling huntress from saying any more that could cost them their lives.

Yang lets out a deep sigh to regain her composure before talking and acting mature about the current situation now, _'Okay, we understand. Lucky for you guys, we just heard the dance got extended for another hour, from 7 to midnight.' _

'_You're welcome.' _Harry chimed, having played some part in extending the dance another hour since he owns the building where the dance will take place, meaning it goes from 7 pm to 12 am instead of 7 pm to 11 pm.

'_So try to make it in-between, okay?' _Yang gave them her calm ultimatum, subtly sounding like she was pleading with Peter and the gang, mostly Peter.

'_If you don't, we'll never forgive you!' _Amy scowled.

"Don't worry! You're talking to the World's Fastest Hedgehog, remember? We'll save the world and make it to prom before it ends. We promise." Sonic grinned, promising they'll make it to prom.

"Now excuse us while we go meet up with Doc Ock." Peter said.

'_WHAT?!' _Everyone in the limo shouted in surprise Peter's group will be meeting with Doc Ock for some reason as if he's teaming up with him.

"Hanging up!" Peter casually hangs up the holo-call from his OsPhone as he's not in the mood to explain everything happening now.

**BGM End**

**BGM-Sonic Rush OST-Theme of Comical Event**

The Spider stands with the equally-stressed Sonic about their dire situation involving prom and their dates and the fact they're late. "We are SOOO dead." Both stressed jokesters said together.

"You two are definitely in trouble now." Ruby remarked, nonchalantly, as she's the only one who is in the least trouble being late to prom compared to her friends.

"Weren't you the one who blew up the symbiote planet in the first place?!" Sonic retorted playfully, probably, blaming Ruby for why they have to travel the world in search of symbiote meteor fragments scattered from the destroyed Klyntar planet.

"It was to save the world. You guys understand, right?" Ruby calmly asked them.

"We know that, but now our worlds are in danger! And when I mean our "worlds", I mean our LIVES! Those two are gonna kill us!" Spidey quipped.

"No they won't. It'll all work out in the end." Ruby remarked, having full confidence everything will work out in the end despite the current circumstances.

"Until then, you'll enjoy seeing us suffer." Sonic quips while glaring at the huntress.

"Most likely." Ruby joked, grinning, while Axl simply chuckles. "It's still my responsibility making sure you two get to prom and that is what I'll do! Let's hurry to the Oscorp building! Onward!" The silver-eyed girl enthusiastically points directly at Oscorp Japan, their next destination in the city.

**BGM End**

* * *

**Oscorp Japan**

**BGM-Spider-Man: Friend or Foe OST-Oscorp Japan (Explore)**

Spider-Man's team managed to meet up with Doctor Octopus in the parking garage at Oscorp Japan, who was in the middle of hacking the security doors to enter the building until he noticed the heroes approaching him.

"You're late!" Ock berated the young heroes.

"Had to take a call," Spidey quipped, "Have you cracked the doors yet? We're kinda in a hurry."

"Give me another second, you impatient arachnid." Ock replied, clearly not liking the idea of working with his arch-enemy at all but it is a must if he wants revenge on the villain who dared to take over his superior intellect.

After another second, the security doors of the entire building were hacked and open for entry. "There. We can head inside." Ock told the group they are free to enter.

"Nice." Axl grinned.

**BGM End**

**BGM-Spider-Man: Friend or Foe OST-Oscorp Japan (Battle A)**

It's too bad the PHANTOMS don't share the reploid's enthusiasm. A fat-looking PHANTOM, referred to as a "Unit Commander", appeared in the parking garage to halt their progress. It transport in Drones and other PHANTOMS to fight the heroes.

"Looks like they don't want us to go in!" Sonic joked while dodging their intense laserfire.

Ock manages to grab two of the PHANTOMS and throw them away to their destruction. "I will hold them off! You four head to the roof and stop Hobgoblin!" Ock suggested, smacking another PHANTOM in the meantime.

"Alright, Doc. But in case you try anything funny, we're sending Black Cat and Rouge to keep you company." Spidey said, already contacting the heroic thieves to watch Ock if he thinks about betraying them.

"Fine, fine, whatever! Just get out of my sight!" Ock retorts, fighting the PHANTOMS in the parking garage while the team climbs up the many floors of Oscorp Japan as they make their way to the rooftop where Hobgoblin, and hopefully the meteor fragment, are at.

**BGM End**

**BGM-Spider-Man: Friend or Foe OST-Oscorp Japan (Battle B)**

The heroes fight through swarms of enemies blocking their path to the rooftop, saving any hostage the PHANTOMS might've gotten hold. Along the way, Axl asks a question to spark a little conversation regarding Spider-Man's current problems.

"I've been meaning to ask, not sure if this's the right time, but what's the deal between you and Yang? With Sonic and Amy, they're acting perfectly normal to each other, but it seems you and Yang are having some problems. Is everything alright?" Axl asked Peter while keeping himself occupied blasting PHANTOMS with his pistols.

"Yeah, sorry, my fault. Been kinda ignoring her lately." Spidey replies while under the stress of dodging multiple lasers in the air.

"Why's that?" Axl asked.

"The typical problems of living a double life. It happens a lot in this job. Been so focused as Spider-Man these past few weeks stopping gangs and the Egg Army it's been eating up my free time. Not only that, I'm graduating in a few weeks, and that's been bringing its own share of unneeded stress. Now I got worry about how I'm gonna handle student loans. Living in the city on your own away from your aunt. Everything else a poor superhero kid like me without decent income has to stress his brains out when he's going to college. It's RESTLESS, and I feel like a total heel for missing out on dates with Yang when so much is happening." Spidey explained why his relationship is a bit strained.

Simply put, overwhelming responsibility. Peter's dealing with real-life changes about to happen in his life like going to college and balancing finances, adding more problems in his already insane life. Being Spider-Man isn't helping things either as he's also spending day and night stopping crime with little rest, leaving him more stressed than any graduating high school should be.

"I'm know Yang understands. You're going to college soon. That would stress anyone out." Ruby remarked while fighting more PHANTOMS.

Spidey webs up more bad guys as he replies saying, "I know she understands. I HOPE she understands. I THINK? I don't even know anymore. So many big changes are gonna happen soon and I don't have time to relax and properly organize. I'm just a little too worried about my future. Yang's probably not mad, but I know I've been disappointing her because I'm too caught up in my own problems and responsibilities. Selfish, I know."

"There's nothing wrong with that. It's all part of growing up. Things will work out," Sonic assures Peter as he Spin-Dashes under a row of PHANTOMS, "C'mon, we're almost to the roof. Let's stop Hobgoblin and collect that fragment." He said. Spidey agrees and leads the team to the rooftops to face off against Hobgoblin.

**BGM End**

After infiltrating the Oscorp building, the heroes made it to the roof. Spider-Man swings to a wall while everyone else stands in the center of the helipad. "Where's Hobgoblin?" Sonic asked, looking around to find no signs of Hobgoblin.

Sticking on the wall, Peter's Spider-Sense goes off but can't find the source of the problem, "Spider-Sense is tingling. Weird. Usually only goes off if there's danger, but everything looks as calm as a-." Suddenly a pumpkin bomb almost hits Spidey but the amazing web-slinger managed to hop away before the explosion and lands next to his friends as they are confronted by the deadly Roderick Kingsley, more famously known as, the Hobgoblin. And like Doc Ock, Hobgoblin is too under mind control with an amulet attached to his chest.

"Hello Spider-Man, come for the meteor shard? Well, you can't have it! NYAHAHAHA!" Hobgoblin laughs like any insane goblin would when exposed to Goblin Formula.

"First Doc Ock and now Hobgoblin? I have GOT to get a new travel agent." Spider-Man joked.

**BGM-Spider-Man: Friend or Foe OST-Green Goblin Boss Battle Phase 1**

"It's four-on-one, Hobby! It's best you give up now! We're kinda on a deadline!" Sonic told the maniacal goblin.

"Four-on-TWO, you mean! I have been lucky enough to be partnered with a SPECIAL PHANTOM." Hobgoblin grinned.

Right on que, a new PHANTOM monster appears on the helipad and is seemingly more advanced than any of the PHANTOMS the heroes have encountered up to this point. This one looks a symbiote, obviously created from the meteor shard its creator has. A yellow and red colored feminine-looking PHANTOM with a Venom-like face and crazy hair that would match the inhuman queen, Medusa.

"Say hello to the Super-PHANTOM, Scream! Introduce yourself." Hobgoblin instructed PHANTOM symbiote, Scream, to the heroes.

"_**GRAAAAH!" **_Though she can't talk, Scream can still roar like any monster and can use her symbiote-like hair like tendrils to attack the heroes while Hobgoblin laughs from his Demonic Glider.

"Didn't we fight something like that before?" Ruby vaguely recalls fighting another symbiote creature named Scream from long ago, perhaps during the Goblin Crisis, but it's been so long she doesn't remember.

"I don't remember." Spidey replies as he dodges Hobgoblin's thrown pumpkin bombs. He retaliates by throwing back his own bombs to hurt him.

"OW! You got lucky that time!" Hobgoblin scowled, shaking his angry fist.

"Luck has nothing to do with it!" Peter quipped as he then dodges his thrown razor bats with some help from Axl. "Me and Axl got Hobby! Take care of Screamy!" He gave out the order: Ruby and Sonic fight Scream while the other two take on Hobgoblin.

**BGM End**

**BGM-Spider-Man: Friend or Foe OST-Green Goblin Boss Battle Phase 2**

"It's showtime!" Sonic grinned.

Scream extends her hair-like tendrils to lash at the speedy heroes coming towards her. Ruby slices off enough of the hair tendrils to allow Sonic to smack her with a Homing Attack. Scream roars and lashes more of her tendrils focused on Sonic. "For something named Scream, you do roar a lot!" He jokes while actually grinding on her hair forward and launches another Spin Attack, knocking her towards Ruby as the young huntress uses ISO-Fire Dust to envelop the top of her scythe with flames to enhance its power. Ruby strikes on the Super-PHANTOM with a quick and effective flame scythe slash, damaging her good.

"Nice attack!" Sonic complimented her.

"Thank you very much." Ruby responded.

"_**GRAAAAAAH!" **_Scream roars, clearly unhappy she's getting beat. The holographic symbiote uses all of its hair to entangle the speedsters and incapacitate them in the air.

"Uh-oh. This is bad." Sonic commented. And since Ruby can't reach her scythe as it was taken from her, it looks like they're toast. Thinking, Sonic suddenly remembers something about his shoes. He remembers they were modified by Tails with special nanotech when he spent summer vacation with Peter and Team RWBY a while back before the Spider-Island Crisis. With a simple clap with his shoes, they transform to have saw blades from the soles and allows Sonic to free himself.

"Time to give you a haircut." Sonic punned, using his Power Shoes to cut Scream's hair enough to free Ruby so she could retrieve her weapon and join the fun.

"_**GAAAAH!" **_Scream roars in pain. Ruby cuts off enough hair to allow Sonic to deliver the finishing blow to Scream, destroying the Super-PHANTOM.

"That wasn't so difficult. I should work as a barber." Sonic joked, getting a cute chuckle from Ruby.

**BGM End**

**BGM-Spider-Man: Friend or Foe OST-Green Goblin Boss Battle Phase 3**

With Scream defeated, that just leaves Hobgoblin to take down, and Spider-Man and Axl are all over that. "Bring on the misery!" Hobby cackled, firing a missile barrage the two heroes avoid.

"Sorry! I think we ran out of misery in storage! Come back when you're less insane!" Spidey quipped, launching back a pumpkin bomb to distract Hobby long enough to leap onto his Glider and fight him personally, throwing and deflecting punches with the second-rate Goblin.

"I WILL destroy you!" Hobby fires an electric blast from his glove at Spidey, blasting him off his glider and would've fallen to his death if Axl didn't catch him using his hovering ability.

"Thanks, Ax." Spidey thanked the teenage reploid.

"No problem. Let's finish this lunatic." Axl declared. He throws Spider-Man above Hobgoblin and the two fire their respective projectile attacks at the defenseless Hobgoblin.

"Quit that! You two are REALLY gettin' on my nerves!" Hobgoblin shouted.

"All part of the job." Axl quipped, blasting an important part of his glider that causes it to go loco all over the rooftop with Hobgoblin screaming for his life. The crazy goblin couldn't hold on much longer as he has completely lost control over his own glider and is finally defeated by a swing-kick from Spider-Man.

"NOOOOO!" Hobgoblin screams, falling down on his back as the backlash causes the amulet to fly off into the air. Spider-Man grabs the amulet with his webline, and like before, spins it a few times in the air before slamming it to pieces, freeing Hobgoblin from its control.

**BGM End**

**BGM-Sonic Rush OST-Theme of After the Fight**

Spidey walks over to the unconscious Hobgoblin and reaches to his man purse of tricks. In between the pumpkin bombs and razor bats, Spider-Man managed to find what he was looking for: The meteor fragment.

"So this is one of the meteor fragments. Yeah, I can definitely feel symbiote in it. Gotta be careful." Spider-Man said, and as he said that, he recklessly and casually throws it up in the air a few times before stopping.

"Ugggh…" Hobgoblin's groan makes it sound like the former mind controlled madman is regaining consciousness.

"Director Fury. Now that Hobgoblin's defeated, what do we do with him?" Ruby asked through her comms.

"Huh? Spider-Man? What are you doing here?" Hobgoblin noticed his arachnid enemy, lost and confused, having no memory of the fight or anything else when he was under mind control.

"Funny. I wouldn't be worried about that right now." Spidey quipped.

'_Okay team, get ready for teleportation. We'll debrief Goblin on the way to Tangaroa Island. See if he knows any more about our mysterious mastermind. If he decides to join the cause, he's in. If not, he's off to jail.' _Fury informed the team while also giving Hobgoblin an ultimatum.

Hobgoblin stands more confused than he was a minute ago, no clue who the heroes are talking to. "Have you gone mad? Who're talking to?" He asked.

Spidey takes a deep sigh and shakes his head, "I'm late to prom. I'm teaming up with supervillains. This is gonna be a LONG trip."

**BGM End**

* * *

**KFX Here: So now we have an explanation why Spider-Man's relationship has been getting bad: He's simply too busy. Not only with crime-fighting but also dealing with the fact he's about to graduate high school pretty soon and going to attend college. Any college student reading this should understand what Peter is going through right now with stress about moving away from home and paying for school. And when you're Peter Parker who doesn't make much and is a superhero, the stress is exhausting. And Peter is so disorganized and busy he regrettably barely has any time hanging out with Yang. This is an aspect of Peter Parker from the comics I haven't touched upon a whole lot in this series: focusing more on his real-life, human problems than his superhero ordeals and how one affects the other.**

**I will say this now: Yang is NOT mad at Peter. Why? It will be explained in a later chapter and why she's been feeling down lately.**

**Question of the Chapter: Do you like I'm actually tackling the more "human problems" of Peter's life? If you're a college student, were you stressed out when you realize you're going to college pretty soon and with that comes a ton of new responsibilities? I'm serious, guys, I want to hear your answers.**

**Coon1337: The whole "Spider-Man and Sonic blaming Ruby for destroying the symbiote planet" is entirely played for laughs. It's not meant to be taken seriously. They know blowing up the planet was the only way to save the world. They're just being jokesters and messing around even though it looks like they're being serious. If you didn't find it funny, that's okay.**

**Guest talking about Exo Stones: Why the heck should they use gems of unlimited power that can alter the multiverse to stop a few symbiotes? This is simply a worldwide threat. The Exo Stones, if they're ever used again, are meant for multiverse-ending disasters. It'd be a waste.**

**Great Saiyaman54: You just defeated yourself in your own argument. It's Fanfiction, therefore I get to do whatever I want, and what I want is to write stories as if I'm writing for an actual comic book using these characters from their original source material. You are throwing a tantrum for a story still developing and hasn't even reached the halfway point yet. Excuse me for being a writer trying to make an interesting story for his ENTIRE audience to enjoy and not based on your own selfish needs. **

**Hamm1999: Those story ideas don't fit with the United Heroes Universe. I'm sorry. I want "less dimension-hopping" and more stories focused on other characters in this new universe like Scarlet Spider or Team JNPR instead of the main cast. This is a whole new universe I created. Let's explore it instead of crossing over with a dozen other universes that'll quickly get repetitive and dull.**


	5. Issue 4: Revenge of the Scorpion

**BGM-Spider-Man: Friend or Foe OST-Credits**

**Ruby: My name is Ruby Rose, leader of Team RWBY! We were still in Japan when Hobgoblin attacked the Oscorp building in Tokyo. He and a Super-PHANTOM he called "Scream" got their hands on the meteor shard, but me and my friends defeated them and got it back. One shard down, four more to go. And it looks like the next one is in a place called "Tangaroa Island". Let's head on there and find the second shard!**

**BGM End**

* * *

_Issue 4: Revenge of the Scorpion_

**Speedy Highway, New Vale City: OsBall Club (7:02 PM EST)**

**BGM-Sonic Unleashed OST-Apotos Night**

It's 7 pm. That means Midtown's Senior Prom Night is finally underway, right here in the Speed Highway borough of the city. Every senior student from Midtown High have all arrived in formal wear at the OsBall Club, a large fancy nightclub owned by Oscorp and is being used for tonight's lovely festivities. A night surely to be remembered for the students graduating in a few weeks.

Harry's limo parks right outside the club for the CEO of Oscorp to be the first to walk out with his hand out to with his date, Weiss Schnee. Soon after them comes Kaine and his date, Blake Belladonna, Jaune Arc and Pyrrha Nikos, Lie Ren and Nora Valkyrie, with the only ones who don't have dates, or at least haven't shown up yet, are Tails, Amy Rose, Mary Jane Watson and Yang Xiao Long.

"Here we are, everyone! Welcome to the OsBall Club!" Harry introduced his friends to the inside of his venue: A luxurious two-story ballroom with a gorgeous purple hue lighting the area. This place has everything prom would need: Large speakers for casual and exciting music, decorations, DJs, drinks, food, and a whole number of party guests having fun for the night. Nonetheless, Harry's friends are quite impressed and amazed.

"Awesome! This place is SPECTCULAR! No, AMAZING! _Sensational_! What should we do first?!" Nora excitedly remarked of the venue, asking Ren what should they should do first.

"Uh…" Ren doesn't have an answer yet.

"Not bad, Osborn." Kaine said, actually complimenting Harry for providing the location for the dance.

"Thanks." Harry responded.

"Didn't I tell you guys this place would be perfect?! What do you guys think of the decorations I put up?" Amy smiled, taking pride of also playing a part setting up tonight's dance.

"I think Nora already said what we were thinking." Tails joked sheepishly.

"Thanks again for inviting us, Harry," Pyrrha walks up to thank her CEO friend for inviting Team JNPR to attend the dance since they aren't Midtown students, "We haven't been to a dance since the one hosted before the Vytal Festival, which unfortunately got cancelled thanks to the Green Goblin, and has been postponed indefinitely since the Kingdoms don't exist anymore in this new world." She said, revealing the Vytal Festival is basically cancelled ever since the Convergence several months ago.

The Kingdoms of Vale, Mistral, Vacuo, and Atlas. They no longer exist in this new universe and the Vytal Festival was created to serve as a celebration of peace between the Kingdoms. Can't host a festival between the Kingdoms if the Kingdoms don't exist anymore.

"Sorry about that. Consider this as an apology for my father's actions." Harry said, still taking responsibility for all what his father done in the past during his takeover for Remnant.

"Now you're starting to sound like Peter." Weiss teased her date with a sly smirk.

"He's infectious, in a good way." Harry quipped.

"Is that even possible?" Jaune wondered.

"C'mon, guys. This's a night to celebrate and have fun. Anything you need, the staff will provide or come see me!" Harry told his friends. Everyone walks around the joint to begin have fun with themselves or with the dates they brought with them. Amy and Yang are the only ones who haven't left their spot for obvious reasons, with Amy sighing as she wonders how long until "her" date will show up.

"This isn't gonna be as fun without Sonic here. I hope he gets done soon with whatever Fury wants him to do." Amy said, still a bit bummed out that she went through all this trouble decorating the dance, getting a dress, and actually convincing Sonic to go out with her for prom, only for Nick Fury to have other plans for him as well as Spider-Man and Ruby tonight.

"I'm sure they'll make it. Just gotta have faith." Yang gave her some comforting advice.

"You 100% sure?" Amy asked her.

"No, but the dance only started. They'll be here. So let's have a little fun, okay?" Yang smiled to cheer up the pink hedgehog, which did the job cheering her up for the time being as the two head out to try and have some fun until their dates arrive.

**BGM End**

* * *

**SHIELD Helicarrier (7:22 PM EST)**

**BGM-Spider-Man: Friend or Foe OST-Helicarrier Hub**

The meteor shard from Japan has been recovered by Spider-Man's team and they are now headed for the mythical Tangaroa Island for their next mission. The team meet up with Director Fury and Maria Hill in the Bridge to receive their briefing from the director.

"Your next mission will take you to Tangaroa Island, once believed mythical that it's been mostly unexplored. So far as we know, this meteor shard hasn't been snatched yet but there is a still pretty good deal of PHANTOM activity in the area. We sent two people in to retrieve the meteor shard, but we lost radio contact with them 24 hours ago." Fury informed the team.

"Who?" Spider-Man asked who're the missing operatives.

"Two Secret Avengers: Iron Fist and Winter Schnee." Maria Hill answered, showing holo-images of the kung-fu martial arts master and Atlas specialist respectively.

"Weiss's sister gone missing? We have to find her. Are the PHANTOMS on the island the same as what we saw in Tokyo?" Ruby asked, wanting to save Weiss's older sister as soon as possible.

"Last report from our operatives identified a 9% symbiote index in all the PHANTOMS they encountered before their disappearance," Fury answered while showing a holo-image of one of the new PHANTOMS on the island: The humanoid Tribal Hunter, "As for the villains, expect to run into Scorpion and The Rhino." Fury continued while also showing holo-images of the weaponized thug, Scorpion, and dimwitted but powerful, Rhino.

"This should be easy. We'll just leave you two here to scream in our ears again and we'll go see if we can find your buddies, Iron Fist and Winter, and that meteor shard." Spidey joked, earning glares from the secret agents.

**BGM End**

* * *

**Tangaroa Island: Beachside (7:30 PM EST)**

**BGM-Spider-Man: Friend or Foe OST-Beachside (Explore A)**

Spidey's team are teleported to the beachside of this strange island out alone in sea. An island plastered with wooden gates and ancient totem heads among other mysteries this island houses.

"Getting a _strange _vibe from this place." Sonic said, commenting about this mysterious island.

"What? You scared?" Axl quipped.

"Of an adventure in unknown territory? As if." Sonic smirked, excited to explore the unexplored.

"Fury, we made it to the island safe and sound. Do we have any idea where Fist and Winter could be?" Spidey asked the SHIELD director.

'_Not a clue. We can't trace their signal. Perhaps you can find them using the meteor shard.' _Fury said as Spidey takes out the meteor fragment they found in Tokyo.

"How will this help us find them?" Peter asked.

'_That shard can act as a homing beacon to track down the other shards. If you follow its trail, perhaps it'll lead you to our operatives' last known location.' _Fury instructed.

"Sounds easy enough." Peter remarked.

'_Just be careful not to break it. Last thing we need is you folk causing even more trouble while wearing evil black goo from space.' _Fury advised, telling them not to break the meteor shard they have unless they want enhanced powers while wearing a Black Suit with the side-effect of increase aggression.

"I've had my fill with that." Spidey quipped, agreeing with him that bonding with a symbiote is just tiring and extremely unneeded.

'_Until you've located Iron Fist and Schnee, Hobgoblin will act as your assist from the air.' _Fury informed them they'll be teaming up with Hobgoblin, which of course they're reluctant to accept since Hobgoblin is a bad guy, a crazy one at that, but if Fury says so.

"This day just keeps getting better and better." Spidey remarked sarcastically.

"HAHAHAHAHA!" Right on time after Fury called off, the laughing Hobgoblin flies into the scene above the heroes on his Goblin Glider. "Never in my life I'd imagined we'd be working together, Spider-Man." Hobby said to his most hated nuisance.

"I have, in my nightmares. Just follow us from the air, Hobby. We'll call you if we're thirsty for lemonade." Spidey joked as the heroes start exploring.

"I already despise this alliance." Hobby frowned, following the heroes from the air.

The heroes, and Hobgoblin, travel around the beachside in search for missing heroes and a missing meteor shard. Spider-Man follows Fury's instructions and use his meteor shard to track down the other one here on the island. The shard lightly glows, acting as a radar of which direction they should take.

"Got something. Follow me." Spidey does his web-swinging while Sonic, Ruby, and Axl dash to follow him through the beachside.

"Sun, sand, and surf. Man, what I wouldn't give for a vacation right about now." Sonic said, hopping over a totem head.

**BGM End**

**BGM-Spider-Man: Friend or Foe OST-Beachside (Battle A)**

As they move along the beach, Spider-Man senses danger afoot, "Spider-Sense tingling! PHANTOMS!" The second he landed on the ground, Spider-Man and his friends confront the teleporting, tribe-themed PHANTOMS: The small "Mystic Seekers" drones, the humanoid "Tribal Hunters", the large "Tusk Berserkers" boasting a nasty temper, and the defensive "Spirit Warrior".

"This could get interesting!" Hobgoblin grinned maliciously, fighting from the air while his allies fight on the ground.

"These guys are putting up a better fight than the ones from Tokyo!" Axl remarks the differences between the PHANTOMS, narrowly dodging a predative strike from a Tribal Hunter and countering with rapid bullets.

"You guys couldn't think of anything better to do than roam around being evil?" Spidey joked towards the PHANTOMS, jumping away from a brutal arm slam from a Tusk Berserkers.

"Must you ramble on and on!" Hobgoblin remarks, annoyed of Spidey's joking attitude already, while throwing pumpkin bombs to destroy a few PHANTOMS that were kinda giving Ruby trouble, saving her, though the explosions were like a few feet away from her and wouldn't have been good for her.

"Watch where you're throwing those things!" Ruby scowled at the gliding goblin.

"Don't blame me if you get caught in an accident! Mwhehehehe!" Hobgoblin cackled.

Sonic cleans up the Mystic Seekers before he got blind-sighted by a smack from a Spirit Warrior's massive club. "I was gonna play with you later, but it looks like you're in a rush!" Sonic quipped. He fires a couple of Homing Attacks that do no good against the PHANTOM's shield covering its face.

"No need to cover that ugly mug of yours." Spidey quips, web-yanking the Warrior's shield off him, allowing Sonic to properly attack him. Axl and Ruby fire from the distance to weaken its powerful defense while Sonic attacks up close and personal.

"Hobby, need some presents!" Spidey called out.

"Sure! I'll throw you the "explosive" gifts!" Hobby tosses three bombs for Spider-Man to grab with his webbing and toss them at the large PHANTOM and blow it up, defeating the PHANTOMS in the area.

**BGM End**

**BGM-Spider-Man: Friend or Foe OST-Beachside (Explore B)**

"We did it!" Ruby happily fist-pumped the air.

"I could've done it ALONE, thank you." Hobgoblin arrogantly grunted, crossing his arms.

"Whatever you say, Hobby. If that was the case, why did you team up with the PHANTOMS earlier?" Sonic quipped.

"I was MIND CONTROLLED, you small-minded hedgehog!" Hobgoblin retorts, as everyone passes by a wooden gate and some waterfalls.

"You sure you don't remember anything when you were mind-controlled?" Spidey asked the villain.

"It's like I told Fury, I don't remember ANYTHING. The only thing I VAGUELY remember is our enemy is a madman for a lust for power and wants to rule the world." Hobby replied, describing what little he remembers of their mysterious enemy.

"That's EVERY bad guy ever! Tell us something we don't know." Spidey quipped.

"I don't!" Hobby retorts.

"Yeesh!" Peter remarked.

They soon follow a trail that leads to some ancient ruins. The shard glows a little brighter and points to them a closed cave entrance. "Well great, it's closed." Hobgoblin joked.

"How do we open it? Is there a key? A special password? Something we need to blow up?" Axl rambled.

**BGM End**

**BGM-Spider-Man: Friend or Foe OST-Sea Caves (Battle A)**

His answer quickly became noticeable when another group of PHANTOMS showed up to fight. "Something we need to blow up it is!" The Maverick Hunter grinned, whipping out his two handguns and let the PHANTOMS have it.

"You think destroying these guys would open up the entrance?" Ruby asked, swinging her scythe against the tribe PHANTOMS.

"If it follows video game logic, yeah." Sonic quipped, jump kicking down on a Tribal Hunter.

"Ow! Not the face!" Spidey reacted getting punched in the face by a Tribal Hunter. He webs it up and spins it around, hitting more PHANTOMS in its way before finishing it off with a powerful web slam as everyone else destroys the other PHANTOMS.

**BGM End**

"What a workout." Spidey remarked, flexing his muscles.

"For your jaw? Yes, I imagine it was." Hobgoblin dryly quipped, just giving the Spider a dry stare with his arms crossed on top of his glider.

Because for some reason it follows video game logic, the entrance to the cave opened right after the PHANTOMS were defeated. "See, I knew it. We can move on." Axl smiled as he was right.

'_Good job. I'm definitely picking up a signal in there, but I'm not sure if it's our operatives or one of the villains, so stay alert. Hobgoblin, you've done your piece for now. Head back to the Helicarrier.' _Fury told the team, requesting Hobgoblin to come back and leave the rest to the heroes.

"Finally. I was getting sick listening to these children's constant banter." Hobgoblin remarked.

"Come back if you want to chat again." Spidey quipped, earning Hobby's tired groan before he was teleported away.

**BGM-Spider-Man: Friend or Foe OST-Sea Caves (Explore A)**

Back to a team of four, the heroes venture inside the ancient cave system, fighting off PHANTOMS that crossed their path on the way. "What exactly is this place about?" Ruby asked, observing her ancient surroundings and wonders about the mysteries of Tangaroa Island.

"Your typical ancient ruins that probably belonged to a now extinct society. I'm more concerned if Iron Fist and Winter are okay. Can you tell who we might run into?" Sonic asked the web-slinger to use that fancy Spider-Sense to scan for friend or foe ahead.

"I'm definitely sensing something going on ahead. Let's go see whose behind ancient door number one." Spidey jokes as everyone runs through an open temple-looking door.

In a large arena that has a few platforms sitting on lava, there's a familiar green-high tech armored criminal repeatedly banging his scorpion tail in front of a large stature while under mind-control because of an amulet. Spidey's team land next to Scorpion to get his attention.

"Hey, whatcha doing pal?" Spidey asked the mind-controlled criminal.

"Keeping you occupied while the others collect the shards." Scorpion said, slamming his tail to attack but the heroes easily avoids it.

"Is that your big plan? Use that big tail on your costume to distract us? A pretty bright move from someone so dumb." Sonic joked, angering Scorpion to a fight.

**BGM End**

**BGM-Spider-Man: Friend or Foe OST-Scorpion Boss Battle Phase 1**

"You'll gonna _regret _making fun of me, rat!" Scorpion retorts, firing laser blasts to harm the heroes.

"Too slow!" Sonic and the others managed to dodge his attack. Sonic curls up in the air and Homing Attacks a few times before he got smacked hard by Scorpion's mechanical tail. The hedgehog instantly panicked as he was about to land in some hot lava.

"Gotcha!" Ruby used her Semblance to grab Sonic and land on another platform. She then morphs her scythe into its gun mode and attack Gargan from a distance, getting him madder and madder with each hit he takes.

**BGM End**

**BGM-Spider-Man: Friend or Foe OST-Scorpion Boss Battle Phase 2**

"RRRAAAAAGH! I've had about enough of you!" Scorpion points. The deadly mecha-criminal leaps over and ground pounds on the platform the speedsters were standing on and uses a spin attack to knock the two away.

"Hey frog face! Can you tell me how you're about to receive this beatdown?" Spidey jokes as he webs up Gargan's mouth and then his body. "Guess you can't. What a shame. I was so ready to hear your answer." He zipped over and lays the beatdown on his scorpion foe. Scorpion frees himself with his superior strength and smacks Peter with his pincers before removing the webbing from his mouth.

"It's time I shut YOUR mouth, spider-punk!" Scorpion declared, striking his stinger rapidly to attack Spider-Man, who dodges them all with his reflexes and agility. "RRRAAAGH!" Scorpion managed to uppercut Spider-Man with his tail and follows up with a brutal punch, launching him to another platform.

**BGM End**

**BGM-Spider-Man: Friend or Foe OST-Scorpion Boss Battle Phase 3**

"Anyone else want a piece of me?" Scorpion gloated.

"I'll do my best take one off you!" Axl quipped, firing a Sniper Missile that homes in on Scorpion, hitting him, and bounces him across the area towards Sonic.

"I ain't done with you yet, Scorpio!" Sonic said, kicking Scorpion up to the jaw. Scorpion growls and counters with multiple tail strikes that would be too fast for any normal person to dodge. Too bad for him, Sonic isn't normal. The hedgehog easily and repeatedly hops away from his strikes before smacking him with a Spin Attack while taunting, "You gotta be faster than that!"

Ruby does a sweep-kick that knocks Scorpion off his feet, and before he could land on his back, Spider-Man zips in and kicks him across the arena over the lava. "This isn't happening!" Scorpion shouted, surprised that he is losing as he is flung towards Axl's shoulder-mounted cannon called a G-Launcher.

"Dude, you blind? It's TOTALLY happening! Sayonara!" Axl quips, defeating Scorpion by firing a large burst of energy from his cannon. The blast was strong enough to knock the amulet off his body to the air. This time Sonic was the one who destroys the amulet, jumping into the air and breaks it with a simple Homing Attack, landing before the pieces of the mind control device did.

**BGM End**

**BGM-Sonic Rush OST-Theme of After the Fight**

Scorpion grunts as if he has just woken up from a nightmare, clenching onto his confused head before turning to the heroes who simultaneously saved him and beat him up. "Whoooa. This ain't New Vale…" He told them, having no memory of what he's been doing these past few hours ever since he was kidnapped by the "mystery villain".

"Oooooo. Observant. Tell me, now that we've broken the mind control, what's going on?" Spider-Man asked his freed scorpion menace.

"Mind…control?! Somebody needs a thumping 'cause I don't like being out of control!" Scorpion slams his fist to the ground, angry he was under mind control and looks to want to assist the heroes who did that to him.

"And _yet_ when you're _in _control, you dress up like a scorpion and act crazy. Heh. Go figure." Axl joked.

**BGM End**

* * *

**KFX Here: And now Scorpion has joined the party. We'll be seeing Iron Fist and Winter Schnee in the next chapter, as well as Rhino and a new Super-PHANTOM. Can you guess who it could be?**

**Question of the Chapter: Do you guys love hero-villain team-ups, especially when they're done right? Out of all the hero-villain team-ups that has appeared in this series, which is your favorite?**


	6. Issue 5: The Rhino Awakens

**BGM-Spider-Man: Friend or Foe OST-Credits**

**Spider-Man: Look out! It's your friendly neighborhood Spider-Man! We're on our way to collect the second symbiote shard on Tangaroa Island. We also heard that Iron Fist and Winter Schnee are missing on the island and we need to find them. Shouldn't be too hard. This place is only crawling with PHANTOMS and a mind-controlled Scorpion. Not to mention Rhino's still out there. I'm sure those two are okay.**

**BGM End**

* * *

_Issue 5: The Rhino Awakens_

**Tangaroa Island: Ancient Ruins (7:52 PM EST)**

**BGM-Sonic Forces OST-A Hero Falls**

"Get away from us!" Iron Fist shouted, struggling to break free from his capturers.

Up above cliffs in some ancient ruins, the immortal master of the K'un-Lun martial arts and member of the Secret Avengers, Iron Fist, has been captured by the PHANTOMS, holding him by the arms behind his back. He's not the only one who's been captured. Atlas Specialist and another member of the Secret Avengers, Winter Schnee, has been captured with him. She is helpless to do anything to escape her captivity with her sword procured by a tribal PHANTOM and is unable to use any of her glyphs to free herself. Even if she could, it might be too late. A PHANTOM creepily walks over to its struggling captives with two mind control amulets to brainwash them and force them to work for their "master". But just before it could attach the devices onto them, some help has arrived to stop them.

"Heads up!" From above, Spider-Man stomps on the PHANTOM that was going to mind control the Secret Avengers. Then comes Sonic and his Homing Attacks, Ruby and her scythe slashes, and Axl with his rapid-firing pistols to destroy most of the PHANTOMS surrounding the two operatives.

"Hey there, Iron Fist and Winter. Long time no see. I still see you're wearing those "nice, yellow booties", Fist." Spidey greeted the two Secret Avengers while also making fun of Iron Fist's boots.

"Spider-Man?" Winter questioned, shocked to see the web-slinger have come to their rescue. Noticing the PHANTOM holding her is distracted by the arrival of these new heroes, the military Schnee elbows and does some fancy kicks do knock it away, flipping over to the PHANTOM holding her sword and retrieve it. Iron Fist also frees himself and charges up his chi into his fist to demolish a PHANTOM, much to the Spidey's shock and amazement.

**BGM End**

"You got a problem with my boots?" Iron Fist threatened Spider-Man of his earlier comment.

"Well, I, uh…" Spidey felt the threat and has no way to respond, only to see Fist smile that it was all a joke.

"Just kidding. We owe you one. Thanks for the save." Fist said.

"Are you okay, Winter?" Ruby asked Weiss's older sister.

"I am fine, Ms. Rose. Thanks for coming to our aid when it was most needed." Winter thanks the heroes for saving her. Her dignified, eloquent demeanor quickly switched to irritation when she saw Scorpion have caught up with everyone. "You!" She scowled at the criminal.

"Me?" Scorpion remarked with a confused look.

Winter points her sword at Scorpion and threatens to scar his face if Sonic didn't casually move it away. "Chili, Ice Queen the First. What's the big idea threatening Scorpion like that?" Sonic asked her.

"Are you mad? It was Scorpion and his partner, Rhino, and their army of PHANTOMS that captured us when we were sent searching for the meteor shard." Winter answered.

"I don't remember doing any of that, snow lady!" Scorpion remarked in anger.

"Believe him, Winter," Spider-Man stepped in, "Scorpion was under mind control the same way those PHANTOMS were going to control you and Fist with those amulets if we didn't stop them. It's safe to assume Rhino's also under mind control and we need to free him." He properly explained to the Schnee.

"So you propose we work together with this criminal scum?" Winter asked the web-slinger.

"No, but Nick Fury thinks we should, and it doesn't hurt having back-up." Spider-Man jokingly replied.

"No argument there. The PHANTOMS continue to grow stronger. I can feel it with my chi. We'll need all the help we can find to stop them." Iron Fist said, taking Peter's side to work with Scorpion on this mission.

"If Director Fury believes it's a good idea, I suppose I can't argue. But cross out of line, Scorpion, and I'll show_ no_ mercy." Winter threatened Scorpion to cooperate unless he wants to get seriously hurt.

"Whatever! Let's just hurry and find that dumb horn-head!" Scorpion scoffed.

**BGM-Spider-Man: Friend or Foe OST-Ancient Ruins (Explore A)**

Now that they have saved Iron Fist and Winter from being mind-controlled puppets, the heroes press on through the ancient ruins in search for the meteor shard and the Rhino. Their trip takes them to the tops of the ruins where anyone would be in awe of the landscape from such a high view.

"This is amazing! I need to get out of New Vale more often!" Spider-Man commented on the beauty the ancient landscape brings.

"Perhaps another day, Spider-Man. Now stop wasting time and move along!" Winter ordered the casual wall-crawler.

"Right away, Elsa." Spidey joked, leaping back to the group.

"Ugh. Why do people keep calling me that?" Winter rolled her eyes, and a bit annoyed some people like Spider-Man, Sonic, and Qrow keep making fun of her name and abilities.

"Oh honey, let me help you." Spidey quipped.

"How about no?" Winter remarked.

"Have you guys found out where the shard is before you got captured?" Axl asked the two Secret Avengers.

"It should be at the deepest part of these ancient ruins, the remains of an ancient civilization that fell to slumber and held strange mechanical secrets." Fist replied.

"We noticed those secrets within those water caves earlier." Ruby remarked, remembering encountering strange mechanical doors and other weird stuff in those sea caves where they fought Scorpion.

"Us too. Rhino is probably hiding somewhere here. We better hurry before he gets away with the shard." Fist said.

"Hurry, you say? Thought you'd never ask!" Sonic grins as he revs up his feet and dashes ahead in a blur.

"That stupid, impulsive hedgehog." Winter scowled from Sonic's impatient attitude, but does agree with Iron Fist they should hurry up and collect the shard before Rhino does.

**BGM End**

**BGM-Spider-Man: Friend or Foe OST-Ancient Ruins (Battle A)**

Sonic chuckles in the lead, making way over a wooden bridge that thankfully didn't collapse from his speed. After he made it to the other side, the hedgehog brakes for battle as PHANTOMS teleported into the scene for a fight.

"Look. Punching bags. With feet." Sonic joked as the others arrived to assist.

"Focus on the battle and not on your mouth!" Winter remarked, taking out her sword and strikes down every PHANTOM that tries to attack her.

"Boy these guys are ugly! Don't you agree?" Spider-Man asked Scorpion while the two animal-themed warriors work together against these tribal PHANTOMS.

"You looked yourself in the mirror lately?" Scorpion insulted Spider-Man as destroys three PHANTOMS with one mean tail swipe.

"I see you have gotten stronger since we last worked together, Ruby." Iron Fist complimented the young huntress, using his martial arts to dominate the PHANTOMS with incredible fist combos.

"Thanks. Been training all semester." Ruby replied, jumping over a downward fist from a Tusk Berserker, swerving around with her Semblance for multiple attacks before finishing it off.

"What about your sister? Has she mastered some of the techniques I thought her?" Fist asked about Yang's training with him has come along as he uses his chi fist to absolutely destroy a Spirit Warrior with one awesome attack.

"Oh yeah. She's a real powerhouse thanks to you." Ruby responded as she slices up some Mystic Seekers.

Meanwhile, Axl and Winter stand back-to-back, striking at the PHANTOMS that surround them before they quickly fell one by one. "Maverick Hunter and Atlas Specialist. You better watch out, Winter. I might just steal your spotlight." Axl joked, hand-gunning multiple Mystic Seekers down.

"This isn't a competition, Axl. If it were, you wouldn't be acting so cocky." Winter remarked with a small smile, using her glyphs to summon multiple ice swords to pierce the PHANTOMS' bodies.

"What's that?! Can't hear you over me WINNING!" Axl quipped, hovering in the air with his gun and fires Volt Tornado, an electro-storm that captures a couple PHANTOMS into their doom. That quickly got outshined when he sees her summon a magical tornado from her glyph to destroy more PHANTOMS than he did. "Hey, no fair using magic!" Axl retorted.

"Magic combined with my Semblance. I must thank Dr. Strange once again. The mystic arts do well in conjunction with my glyphs." Winter said, as she and her younger sister have been students to Dr. Strange, who taught them some magic spells in the past that would prove useful with their natural abilities to summon glyphs.

**BGM End**

**BGM-Spider-Man: Friend or Foe OST-Ancient Ruins (Explore B)**

Sonic uses a Spin Attack to knock a Tusk Berserker off the cliff, ending the PHANTOM assault in the area. "Another bunch of bad guys down for the count." Sonic said, watching the PHANTOM fall to the ocean.

"Great. I'm ready for a fruit pie. Anyone else?" Spidey jokingly asked.

"I'll give you a knuckles sandwich if you don't zip it!" Scorpion threatened.

"But those hurt and don't taste nutritious." Spidey quip to make Scorpion growls.

"Spider-Man, stop talking and keep moving." Winter ordered as the gang move forward deeper into these ruins. "By the way, how is my sister doing? Is she doing well? Is she healthy?" Winter asked her young sister's friends, wondering what's been going on with Weiss since she hasn't seen her in a while.

"You told me to stop talking and now you want me to say something? Make up your mind, Elder Elsa." Spidey quipped, visibly annoying the elder Schnee.

"Weiss's doing fine. She's at prom right now with Harry, which we also should be at right now, but we aren't because of, well, y'know." Ruby responded a bit awkwardly at the end there.

"Mr. Osborn? It certainly sounds like he's not like his father. If Weiss accepts him, then I guess that's okay by me." Winter said, accepting Weiss's relationship with Harry.

"Maybe you'll find someone you like, Winter. Perhaps Qrow. If you stop giving him the cold shoulder, hehe." Sonic smirks and chuckles from his little joke.

"I will ignore that, hedgehog." Winter responded, clearly unamused from his joke since he knows she and Qrow have problems with each other and would rather fight each other than ever be together.

After a bit more exploring, the team found themselves in front of a large closed door that leads to the deepest part of these ruins. Spider-Man checks with his fragment to see if the second meteor shard really is behind this door. "Fragment's glowing brighter than ever. That means the second shard is behind here." Peter points to the door, confirming the shard is behind the door.

Iron Fist does the most straightforward method to opening this door: Charging a chi punch and shatter it into many pieces. "Knock knock." He dryly said.

"C'mon. Let's go get that shard and be outta here." Axl advised.

**BGM End**

The team investigates the new area behind the door and find themselves in an arena surrounded by electrified pillars. They see the second symbiote shard just sitting there next to one of the pillars ready for pick-up.

"There's the shard!" Ruby points to it.

"Good, but where's-?" Winter was about to ask where's the Rhino, but it looks like the loud trembling slowly approaching them and getting louder is enough to answer her question.

The heroes managed to dodge Rhino and his pointy horn as he hits his head to a pillar. Rhino is encased in a massive armored mech suit that looks like an actual rhino, featuring two razor-sharp horns and a mind control amulet on his chest.

"RrrrAAAAAAAAAARH!" Rhino roared loudly, looking ready to charge the heroes again.

"First Scorpion, now Rhino. Starting to scrape the bottom of the ol' villain barrel, eh? Who's next? Hypno-Hustler?" Spider-Man joked.

"I'll "hypno hustle" you!" Rhino charges his horn at Spider-Man but missed when the hero jumped away from him.

"Oooh. Good comeback!" Spidey quipped and gets ready to fight with his team.

**BGM-Spider-Man: Friend or Foe OST-Rhino Boss Battle Phase 1**

"C'mon, Rhino! Are you that stupid enough you think you could beat us on your own?" Spidey mocked his armored rhino foe.

"Yes!" The stupid Rhino charges at the heroes once again and misses once again.

"Nice try, hippo!" Sonic mocked.

"I ain't no _stinkin' _hippo!" Rhino retorted.

"He's smart enough to know that." Spidey joked. His Spider-Sense warns him of another danger, one with long serrated blades for hands that smacks him across the arena.

"Spidey!" Ruby turns to Peter in concern then turns to his attacker: An orange Super-PHANTOM that can form it's symbiote robot body into blades. A Super-PHANTOM called Phage.

"_**Gragahahahaha!" **_Phage laughed after its successful attack against Spider-Man.

"Another Super-PHANTOM!" Axl recognized the special symbiote PHANTOM.

"You fought one of these before?" Winter asked.

"_**GRAAAAAAH!" **_Phage roars as it lunges itself and its blades towards Winter's own blade. The elder Schnee clashes with the Super-PHANTOM, striking with remarkable speeds and precision, but it's not enough to put down Phage. The holographic monster recovers from any blow she dealt it and counters with more ferocity, enough to overpower Winter for a bit and damage her Aura. The Atlas specialist gets knocks backwards and shakes her head, then sees Phage about to lunge at her again, so she uses a glyph to jump away from it in time before she could get stabbed.

"This creature fights as crazy as the Carnage monster." Winter remarked, comparing Phage to another symbiote she once fought before, specifically during the symbiote invasion.

Phage roars and wants to fight some more, clashing his two handblades together three times. It suddenly received a fearsome flamethrower that starts to roast it like a marshmallow, all thanks to a hovering Axl and his Flame Burner.

"Can't take the heat? Stay clear from my flamethrower." Axl joked.

The burns are starting to show so Phage needs to act quick. It managed to grab Axl's legs with extended arms and slam him to the ground. Before it could do anything more, here comes Spider-Man and his glowing wrist-mounted splitter claw gadget on his gauntlets striking Phage in a blur.

"Gotta love the Arachnid Claws!" Spider-Man said, using his spider-themed melee weapon to fight against the Super-PHANTOM. Ruby soon joins him and the two heroes double-team the creature, overpowering and distracting it long enough for an ice sword to stab right through it, coming from Winter's glyph. The glyph then summons a full size, white-blue colored Arma Gigas to clash with Phage for a bit. Her summon didn't last long as Phage smashes through its body with its blade and lands behind as it breaks down into pieces.

"Apologize for breaking Elsa's snowman!" Spidey jokes, kicking Phage towards Ruby's scythe swing back at him to flip-kick up into the air for Winter to finish off. She summons to glyphs on the ground: a red hot fire glyph and a blue cold ice glyph. As Phage falls down, Winter combines her fire and ice glyphs into one to summon an elemental vortex that swallows Phage into obliteration, destroying the Super-PHANTOM.

"Target destroyed." Winter remarked on her victory.

"Talk about hot and cold." Spider-Man punned.

**BGM End**

**BGM-Spider-Man: Friend or Foe OST-Rhino Boss Battle Phase 2**

Just as the battle against Phage was done, the rumble against Rhino rages up. Sonic, Iron Fist, and Scorpion continue to avoid the rampaging villain's horn charges, with Sonic hitting him with a Homing Attack to the face once an opening was clear.

"Hold still so I can pop ya one!" Rhino threatened the hedgehog.

"Sorry. I'm one of those rare, impatient hedgehogs." Sonic grinned, avoiding a grab from the criminal.

"Rhino, you 8-ton nimrod! Only you would be stupid enough to get mind-controlled!" Scorpion taunted, striking his tail against Rhino's armor.

"Dude, you got mind-controlled too, ya know!" Sonic snarkly remarked, smacking Rhino in the back of his armor.

"It was easier to get him because he's a moron!" Scorpion retorted.

"Oh, shut it, Gargan!" Rhino rammed Scorpion, smacking him to get electrified by one of the electric totem pillars. That just gave Sonic an idea.

"Scorpion just gave me an idea! Iron Fist! Let's lead rhino-butt to those pillars! Fist him!" Sonic gave the plan to Iron Fist.

"Hate when people say that." Fist said, not liking the phrase "Fist him". Iron Fist punches Rhino in the face multiple times when it was clear to get him more and more angry.

"I'm gonna hit you with my head!" Rhino retorted after smacking Fist away.

"How 'bout you try that on me, ya big, horn-headed, dimwitted, hippo with a baby face and a tiny nose!" Sonic just out-righted taunted Rhino into charging right at him.

"I told you I'm no STINKIN' HIPPO!" Rhino roared, charging full speed at Sonic.

"Sucker." Sonic smirked. Too stupid he's being lured into a trap, Rhino missed Sonic right after he jumped away from his horn, leaving the only thing to collide with was the electrified pillar.

The shock was enough to electrified Rhino intensely, damaging him even with his armor on and knocks him out. The amulet also fell off his body for Sonic to destroy it with a simple Spin Attack, freeing Rhino from mind control.

**BGM End**

**BGM-Sonic Rush OST-Theme of Comical Event**

"Ha! We just tamed the Rhino! Piece of cake!" Sonic grinned as he's reunited with the rest of the group, right after Spider-Man recovered the second symbiote shard.

"Ugh…speak for yourself…" A weaken Scorpion weakly remarked after being electrocuted.

Rhino also recovers from his battle and stands up groaning in pain, as well as having no memory of what he was doing while under mind control, except for one thing, "Ugh, somebody was talking in my head. Know who it was? I wanna pop 'em one!" Rhino offered his allegiance with the heroes to take revenge against the mysterious madman.

"Sorry, can't help. We've got enough psychopathic sidekicks as it is." Spidey said, rejecting to have Rhino on the team.

"Awwww, come _on_…" Rhino gives his "adorable" begging face to convince Spider-Man he can join the team.

"Well…" Ruby turns to Spider-Man, somewhat pressuring him to just accept his help.

"Ugh…_alright_, come on. We're headed for Egyptia next." Spider-Man accepted Rhino's help as everyone begins to walk away from the area back to the Helicarrier.

"Egyptia? What's in Egyptia?" The dumb Rhino asked, quickly making Spider-Man regret having this guy with them.

**BGM End**

* * *

**KFX Here: We're now at the halfway point of this story. This isn't a long one. Next chapter, we're visiting Egyptia, one of the new countries formed from the Convergence. We'll also be reunited with more returning characters like Team Chaotix and Raven Branwen. This should be fun.**

**Question of the Chapter: Have you noticed the references I've been making with these chapter titles? Can you answer what I'm referencing?**

**XenoSlayer983: I feel Tyrian Callows would be a better partner for Scorpion since they're both crazy and scorpion-themed, making them the perfect pair. I could see Tyrian admitting that Carnage might be more insane than him since Carnage does whatever the hell he wants while Tyrian follows Salem without question, usually because he's scared of her.**


	7. Issue 6: Agonizing Tribe

**BGM-Spider-Man: Friend or Foe OST-Credits**

**Sonic: I'm Sonic. Sonic the Hedgehog! With help from Scorpion, we rescued Iron Fist and Winter before they could turn into mind-controlled slaves. And with their help, we stopped Rhino from rampaging and found the second shard. Only three more to go. Let's go see what's happening over at Egyptia. That looks to be where the next shard's in.**

**BGM End**

* * *

_Issue 6: Agonizing Tribe_

**OsBall Club, New Vale City (8:24 PM EST)**

**BGM-Sonic Unleashed OST-Apotos Night**

It's well past the first hour since the dance started. The students of Midtown High have been having a blast. It doesn't matter if they're human, faunus, or mobian. All of them are having fun either dancing or schmoozing with one another. Though there does seem to be one person who's looking not having the time of her life.

Yang is seen leaning on a handrail and overlooking the festivities from the second tier of the nightclub with some other students looking a little lonelier than usual. She sees her friends having fun down below. Harry and Weiss are enjoying a slow dance with each other and sharing a smile. Kaine and Blake are also sharing a slow dance next to Jaune and Pyrrha doing the same while Ren and Nora appear to be waltzing. It looks like Amy's having fun despite Sonic not being here, sharing a laugh with Tails next to the refreshments tables while standing next to other teenagers from Midtown like an 18-year-old boy named "Chris Thorndyke" and his friends, Danny, Frances, and Helen, the latter dancing with Chris from her wheelchair. Even the likes of Flash Thompson and his pals, Randy Robertson, Liz Allen, Kenny Kong, and Glory Grant, are having the time of their lives and slowly becoming the center of attention tonight. Every one of her friends are having fun and simply enjoying a quiet night. Too bad the same can't be said for Yang and especially her web-slinging date, who still hasn't arrived yet.

"What're you doing up here by yourself?"

Yang turns around to see Mary Jane walking towards her. "Hey MJ. Just taking a little break. How 'bout you? Why are you up here?" Yang asked the redhead.

"Same reason as you, but not the same reason as you." MJ replied with a little joke that confuses Yang.

"You been hanging out with Iron Fist too?" Yang questioned why she spoke confusing words like that.

**BGM End**

MJ decided to get a little serious as she walks closer to Yang and leans on the rail next to her. "Yang, are you okay? You haven't been yourself lately. Is this about Peter? You can talk to me. As his ex, I might have a feeling what you're feeling. Are you mad at him focusing on his "other" life?" MJ asked sincerely, wanting to know why Yang's been feeling a bit down lately.

"I'm not _mad _at him. I just feel…_sorry _for him. It's a bit hard to explain." Yang genuinely speaks up.

"We have all night. Start from the beginning. Take your time. What's up?" MJ asked, wanting to hear her story.

**BGM-Yu-Gi-Oh! GX OST-Agonizing Heart**

"You know the history with my mom, right?" Yang asked.

"Raven? Yeah. How's that related?" MJ replied.

"For nearly two decades, I didn't know anything about her. I never got the chance to meet her until Peter came to our dimension and I was suddenly reunited with her under difficult, wild circumstances," Yang said, reminiscing all of her recent dimensional adventures that involved her mother, "But then recently, on Mother's Day, I was shocked to see her outside my door and wanted to hang out with me. Just the two of us. It was for a couple of hours, but…" She starts to show a smile, "Those were some of the best few hours of my life."

"Wasn't expecting that. That doesn't sound like her from what I've heard about her." MJ remarked.

"Me neither. And though she wouldn't admit it, she's changed. Ever since she first met Peter, she's not as heartless as she used to be. Peter changed her life, and in turn, changed MY life. It made me realize…just how lucky I am to be with him. It's not just because he's a superhero. It's because how good of a person he is he can change other people's hearts." Yang explained.

MJ smiles, "That's Peter in a nutshell. But that still doesn't explain the deal between you two."

"I've been trying to find ways to really show how I feel. How I can thank him for everything he's done for me and my family. I was hoping we could hang out just the two of us on several occasions, but he's been so busy. Not just as Spider-Man, but as Peter Parker too. You, Peter, and Harry. You guys will be graduating soon and going to college." Yang said.

"It is getting close to graduation, isn't it? Still can't believe it myself. The next step in adulthood is almost here. Kinda stresses me out." MJ remarked.

"But for Peter, it's hurting him inside. Balancing a life as a superhero and a high school student was hard enough. Balancing a life as a superhero and a college student would be a nightmare. Peter's taking in so many considerations at once. How is he going to take care of his Aunt May, his only family, from his new apartment? How is he going to PAY for his apartment and college fees? He's already taking out student loans and we all know how good the Daily Bugle pays him," Yang said sarcastically, "Worst of all, Peter won't admit when he needs help. That he tends to take too much upon himself when he's got friends like us to help him out. I know he's just looking out for us, but that's at the expense of him overworking himself. I want to teach him it's okay to relax once in a while and it's not a crime to accept some assist on his more personal problems."

"Simply put, you're just worried and want to help him out more the same way he helped out your problems with your mother." MJ figured everything out. The problem that's been going on between Yang and Peter. That Yang is simply worried about Peter and wants him to relax some more.

"I don't want to abandon him the same way my mother abandoned me. I want to be there when he needs help. It doesn't matter what the problem is. But first, I just want him to relax and have fun every now and then. I was hoping tonight would be the perfect chance for that, but it looks like Nick Fury has other ideas for him and I doubt it's anything but relaxing." Yang replied, a bit jokingly at the end.

"Hey, that just proves you'll always be a better friend to him than Fury will ever be. Thanks for watching his back. Maybe try to tell Peter that, y'know, when he decides to show up." MJ smiled, glad to be best friends with someone as caring as Yang, and glad she'll willingly put up with all of Peter's troubles.

Yang smirks, "If he doesn't, then I'll REALLY be mad. I got dressed up and everything." She joked, sharing a laugh with MJ before the two went down to the main floor to have some fun.

**BGM End**

* * *

**SHIELD Helicarrier (8:47 PM EST)**

**BGM-Spider-Man: Friend or Foe OST-Helicarrier Hub**

Team Spidey walks into the bridge to receive their next mission, this time from Maria Hill and not from Nick Fury. "Welcome back, team." Hill greeted the young heroes.

"Hey Hill, where's Nick?" Spider-Man asked, not seeing Nick Fury with them in the room.

"He's in a meeting with the World Security Council of some important business. So for this mission, I will act as your navigator." Hill answered.

"I would've preferred Alia." Axl joked.

"What "important business" are we talking about?" Ruby asked.

"That's classified." Hill denied any disclosure what Fury is discussing with the World Council.

"Figured from the super-secret spy agency. So what's going on in Egyptia?" Sonic quipped.

Hill puts up holo-images of everything related going on in Shamaruo, Egyptia. "Initial scans indicate incredible growth in PHANTOM symbiote index. Upwards of 25%. We're not entirely sure this is correct as there has been a sandstorm in the area jamming our scanning equipment." The Deputy Director explained.

"But assuming it's right, the PHANTOMS are getting stronger. That means whoever's making them is getting better at it." Spider-Man remarked, fearing the PHANTOMS truly getting stronger.

"Indeed, Spider-Man. Some early data indicates that the PHANTOMS, if allowed to reach 100% symbiote index, could become unstoppable," Hill estimated the full potential of the PHANTOMS could prove mighty enough that even the likes of the Avengers and Freedom Fighters might have a hard time defeating them, "We'll drop you as close to the crash site as the storm will allow."

"And what about bad guy news? Who could we be facing?" Ruby asked.

"The sandstorm is possibly the work of Flint Marko, the Sandman. In the environment you're heading, expect him to put up decent fight." Hill warned them Sandman will have an advantage since they'll be visiting Egyptia, a merged country most famous for its dry sand.

"This day just keeps getting better, doesn't it?" Ruby remarked sarcastically.

"It'll be even better when you get back in one piece. Good luck, team." Hill said, putting her trust in them.

**BGM End**

* * *

**Shamaruo, Egyptia (8:52 PM EST)**

**BGM-Spider-Man: Friend or Foe OST-Sun-Drenched City (Explore A)**

Shamaruo is the capital city of Egyptia, a new country formed from the merge after the Convergence. Shamaruo shares many aspects from its fusees, such as home to the pyramids of Cairo, Egypt from Earth. The liveness of Shamar from Mobius. And is home to Shade Academy, originally founded in the city of Vacuo from Remnant.

Spider-Man's team are teleported somewhere inside this sun-drenched city to begin their search for the third meteor shard. "I-I can't believe I'm ACTUALLY in Egyptia. Heh. This is so cool!" Spidey chuckled in joy as he never visited Egyptia before, much less Egypt before the Convergence.

'_Sightsee later. We got business to attend to,' _Hill speaks through their comms, _'We hired Team Chaotix earlier to investigate the crash site. Rendezvous with them. But first, head to Shade Academy. Reports are coming in the PHANTOMS are attacking the school.' _She briefed them.

"Sun and his team go to Shade Academy." Ruby said, remembering her monkey faunus friend, Sun Wukong, and his team, Team SSSN, transferred to Shade Academy sometime after the Battle for the Unified World.

"Must be another diversion to keep us away from the shard." Sonic believed.

'_Exactly. To speed things up, I'll be sending in Rhino. What he lacks in brains, he makes up for his incredible strength.' _Hill informed.

"Send him in. We'll head to help Shade Academy immediately, then we'll meet up with Vector's crew." Spider-Man remarked.

Hill responds by teleporting in Rhino next to the group. "Did somebody call the Rhino for some popping?" Rhino asked as she smashes his fists together.

"Follow us, big guy, and you'll be popping PHANTOMS 'til their heads pop off." Spider-Man quipped, swinging over and leading his team to help Shade Academy from the PHANTOM assault.

**BGM End**

**BGM-Sonic Forces OST-Death Crab Pursuit**

The SHIELD team blaze through Shamaruo as they follow the screaming civilians running away from Shade Academy, which has been assaulted by desert-themed PHANTOMS. Students and Huntsmen are already on the case protecting the school from this mysterious threat but are having trouble dwindling their forces as more just keep teleporting in to give them trouble.

"There it is! Shade Academy! Man, it's looking bad!" Sonic said as the group approached the campus.

"Look! I see Sun and his team!" Ruby points to Sun and his team fighting the PHANTOMS outside the building along with help from combat brawler-focused Team BRNZ and all girls squad, Team NDGO.

"And who's that with the mask?" Spider-Man also notices a young black-haired woman in a scarlet red and black dress and wearing a fearsome, full-face Grimm mask fighting along against her PHANTOM foes on campus grounds as well. "Wait, is that Raven?! What's she doing here?!" Peter recognized Raven Branwen, Yang's tribe leading mother and member of the Secret Avengers.

"Less talk, more action! Let's help them out!" Axl remarked, already wielding his pistols.

"I agree! Thin them out!" Sonic remarked with an action face, ready to kick some PHANTOM butt.

The students of Shade start to get overwhelmed by the PHANTOMS, mostly consisting of the boomerang-throwing Darkwing Soliders, the dangerous and smart Sorcerers of Anubis, and one advanced Pestilence Lord that can kill a dozen Huntsmen with little trouble.

"Excuse me! Watch out! Hero comin' through!" Sonic boosts through enemy lines and demolishes the PHANTOMS attacking the students with his blurry Homing Attacks.

"Sonic?! Wait, guys?! What're you doing here?! What is RHINO doing here?!" Sun asked his friends who've come to save his school while confused why Rhino, a criminal, is helping them.

"Long story! Sonic. Ruby. Thin out the PHANTOMS around the school! Axl. Rhino. Help me assist the students in trouble!" Spider-Man ordered his team.

"Right!" Ruby remarked.

"Roger!" Axl agreed to the plan.

"Whatever! As long as I get to smash stuff!" Rhino remarked, rampaging through an army of PHANTOMS with his horn up front.

The masked Branwen holds her own against the horde of PHANTOMS attacking her. Raven slashes and destroys every PHANTOM that crosses her using incredible quick reflexes with her sword, attacking so fast they're a blur. Despite extremely exceptional in combat, she's not invincible when an Anubis Sorcerer PHANTOM lobbed an explosive projectile that blew her away while she was busy dealing with other PHANTOMS. Before it could attack again, Spider-Man blinds it and destroys it with a Web-Strike smackdown.

"Spider-Man?" Raven was surprised to see her daughter's boyfriend in these parts.

"Yo, Rave! I see you decided to enroll back to school during the apocalypse. What're you doing here in Egyptia?" Spidey joked while fighting PHANTOMS beside the Huntress anti-hero.

"I'll tell you later if we survive this." Raven remarks while stabbing a PHANTOM straight in the chest.

"Catch me if you can!" Sonic grins, being chased by a couple of PHANTOMS around this temple-looking school. The hedgehog leads them to an ambush by Ruby, who rightfully destroys them. The two speedsters battle all across campus, dismissing any PHANTOM that are trying to destroy the school, but it seems no matter how many they destroy, more just keep coming.

"These guys keep popping up, but from where?" Axl asked Sun as the two fight off some PHANTOMS.

"Over there! I think it's some sort of generator creating these things!" Sun points the Maverick Hunter to an alien-looking PHANTOM generator protected by a swarm of PHANTOMS and a Pestilence Lord.

"Too heavily guarded. Gonna need some muscle." Axl said, thinking of a plan on the spot and then gets one as he turns to Rhino fighting. "Rhino! Gonna need that horn of yours, buddy! Ram through the crowd!" He points the animal-themed criminal to the PHANTOM Generator and the crowd that it's being protected by.

"Finally, a challenge!" Rhino smiles. "Here I come, you creeps! RRAAAAAAAGH!" The Rhino trains like a train, ramming through an entire line of PHANTOMS like they were nothing. The Pestilence Lord gave him some trouble though, but with some help from Axl, Rhino stabs the advanced PHANTOM and destroys him too. Rhino clobbers the generator spawning these PHANTOMS so no more wouldn't show up. This was the edge the heroes needed to finally turn the tide and defeat the PHANTOM assault for good, saving Shade Academy.

**BGM End**

The students of Shade Academy rejoiced now the PHANTOM menace was stopped, and it was thanks to the surprise back-up of Spider-Man's team. Sun and Raven meet up with the crew to discuss the current matters of what's going on.

"Thanks for the save, you guys. I thought we were goners." Sun smiled.

"Always happy to help, Sun. It's been a while since we last saw you. How have you been doing these days?" Ruby smiled, happy to see an old friend after so long.

"Oh, you know, still keep forgetting our worlds merged together, but we can talk normal stuff later. What're you guys doing here? Are you on an Avengers mission?" Sun asked, focusing on more important matters.

"A SHIELD mission, actually." Spider-Man responded.

"SHIELD? This is a little more serious then." Sun remarked in a bit of shock.

"Right. We were passing by when we got word your school was attacked by PHANTOMS." Spider-Man replied.

"So that's what they were. They definitely weren't Grimm first I thought." Raven remarked.

"What are you doing here, Raven? Clearly you didn't come to help outta the goodness of your heart. What's going on?" Spider-Man asked the masked Branwen.

"It's none of your concern." Raven responded stoically.

"You did promise you'd tell me if we survived or did that flew outta your mind like how you can transform into a bird." Peter joked.

"Corvid." Raven corrected him, giving him the exact species of bird she can magically transform into.

"It's still a bird. Don't forget SHIELD's been kind enough to ignore everything you and your tribe's been doing since you helped us out in the past just as long you don't do anything that'll REALLY get their attention." Peter said with his arms crossed, convincing the rouge Branwen what she knows and how it could help with their mission.

Verbally defeated in this argument, Raven sighs and begins explaining why she's in Egyptia, "Fine. Simply put, I got kicked out of my own tribe."

"Whoa. How did that happen?" Sonic asked, wanting to hear more of this story.

"My tribe and I came here recently to steal some priceless treasure from the catacombs outside the city, before someone like the Thieves Guild or the Babylon Rouges could get their hands on. One in which is a rare treasure from space that showed up few weeks ago. A shooting star." Raven answered.

"The meteor shard we're looking for showed up a few weeks ago. That must be that shooting star you're looking for." Sonic pondered.

"Meteor shard?" Sun questioned.

"You remember Venom and the symbiotes, right? A fragment of their home planet, which I blew up, crashed landed on the planet and scattered into five pieces across the globe. We've been called in to find them and stop the bad guy using the fragments to power up his PHANTOM army." Ruby briefed Raven and Sun what's been going on what they've been doing for the past few hours.

"Are you telling me we might have another symbiote invasion?! I hated the last one!" Sun remarked in shock and horror.

Raven just sighs as she just hates getting into trouble that has no business with her unless otherwise, "I can't believe I got myself into this mess. Those "PHANTOMS" are the reason I've been pushed out here. They raided my camp and took my tribe hostage before we could collect the shard. Now I'm the only one left." She said somberly.

"Well that sucks. Might as well go save them." Spider-Man casually said that they'll go save Raven's tribe, surprising the heck out of Raven herself.

"W-What?! You do know my tribe is made up of thieves and murderers?!" Raven remarked.

"Rave, I dated a cat thief and I've been teamed-up with a bunch of murderers all day. Even if you're tribe is made up of cold-hearted jerks, I'm still gonna save them if they're in trouble. It's what I do." Spider-Man replied nonchalantly, surprising Raven of his kind-heartedness towards friends and enemies alike if they're in mortal danger from a greater threat.

Raven is rarely bewildered by other people's actions and words, even from herself. But her encounters with Spider-Man always seem to have the most effect on her that quietly leaves her stumped from his good-natured heart, which she secretly doesn't find a bad thing.

Still, she'll keep up her usual stubborn attitude to hide her true feelings and the little smile behind her mask. "Whatever. It's your funeral. Let's go. My camp is around an oasis outside of town. Hopefully, no one is dead yet." Raven said as she walks away to lead the team to the desert.

"Sun. Stay here and call us in case more PHANTOMS show up. We'll be back soon." Spider-Man ordered Sun.

"Alright. Good luck!" Sun said, wishing them a safe journey as Raven leads the group outside of the city.

* * *

**Arid Sands Zone, Egyptia**

"Man, this place gotten hotter since the last time I been here. Should've brought a bottle of water." Sonic complained, sweating bullets from his face. Accompanied by Raven, the team take a sweating stroll through the rocky desert with ruins during a sandstorm that is Arid Sands Zone to save her tribe from the PHANTOMS.

"Whew! Even with the built-in temperature control Spidey upgraded into my suit, this heat is unbearable." Ruby sweated, waving her hand over her sweaty face.

"It wouldn't be so bad for me if I was breezing through the wind, but NOOOO, Raven wants us to take it _slow_ and _suffer_." Sonic joked.

"If you want to die when they spot you running towards them like a maniac, please, be my guest." Raven dryly quipped at the impatient hedgehog.

"Like they would spot me before they could get a shot in." Sonic joked back.

Rhino is probably taking the heat the worst. You kinda feel bad for the big guy, taking in all that heat while trapped in a heavily armored suit is undoubtedly unbearable. "Can we…take a break…I'm pooped…and thirsty…" He whined, sweating like crazy from his face.

"Only a few more miles. Tough it out." Raven shut him up.

"I'll try…" Rhino weakly responded. He failed keeping that promise as a few seconds later, he falls to his belly on the sand from the dreaded heat and almost smooshed Axl in front of him if he didn't move outta the way at the last second.

"Ack! You almost made me an Reploid sandwich!" Axl retorted.

Spidey sighs, "Oh brother. Raven, help me pick him up."

"You must be kidding? Fine." Raven reluctantly agrees to help out Rhino. Spidey and Raven stand beside the downed Rhino and pick him up to his feet by his arms and use their strength to carry him along by wrapping his arms around their shoulders and dragging him along the sand.

"Why did you bring this oaf along?" Raven asked the webslinger.

"I thought birds and rhinos work well together." Spidey joked.

"They don't. Certainly not with this rhino." Raven remarked.

"Sorry…" Rhino apologized.

"So Rave, I heard you visited your daughter on Mother's Day recently. Is that character development I'm sensing?" Spidey teased the cold mother of his cheerful girlfriend,

"Don't act more stupid than usual. I just had nothing better to do that day, that's all." Raven remarked, which is most likely a lie to hide the feelings that she has changed since she met Spider-Man.

"Oh, she's lying. I can tell she's smiling behind that mask." Sonic grinned from his joke. Raven, for a moment, lifts up her mask to show that she's not smiling but actually scowling at the hedgehog with a burning rage from her bright red eyes that doesn't faze him. "That's your version of a smile, am I right?" He joked.

"Ugh!" Raven grunted from his stupidity as she puts on back the mask.

"Whatever the reason, I'm glad you took the time to hang out with your daughter more often. God knows I've been acting more like you lately. Are you carrying a disease that's making me ignore your daughter? If you are, we need to get you checked out." Spidey joked.

"That's YOUR problem to deal with. If not alone, go get some help. You can't do everything by yourself." Raven said, giving the Spider some good advice behind her annoyed attitude.

"Is that _motherly_ advice you gave me? Awww. You really do like me." Spidey joked again, which finally earned him a smack to the head from Raven. "OWWW! Tough love hurts!"

"Shut up. We're here." Raven stopped the group from proceeding any further in risk of getting spotted. The gang run to a conveniently placed large rock to hide behind. Raven takes a peak out to find her Arid Sands Bandit Camp has been completely taken over by the PHANTOMS. Her camp hides behind a large wooden gate stationed next to an oasis. Two Desert PHANTOMS watch out for intruders from above on the gate bridge while three PHANTOMS watch in front of the gate.

"We need to take out those guards so they won't alert the others. Me and the Spider will attack the guards up top while Sonic and Ruby hurry and knock out the three at the gate. Once the coast is clear, Axl will help Rhino bust through the gates." Raven suggested, giving each person a job to do.

"Okay. Let's have some fun." Spider-Man smiled.

Raven nods and proceeds with the plan. She transforms into a bird and flies to one of the bridge guards undetected. Before the PHANTOM could notice her, she transforms back and stabs it in the chest, killing it. At the same time, Spider-Man destroys the second PHANTOM above the gate just as Sonic and Ruby use their speed to swiftly take out the three guards down below. That just leaves Axl and Rhino to do the rest.

**BGM-Sonic and the Black Knight OST-Titanic Plain**

The PHANTOMS inside the camp are watching each and every single bandit they subjugated and locked behind their own cages. This takeover was thanks to their Super-PHANTOM commander, Agony. Agony is a purple feminine-type Super-PHANTOM with long purple hair and the special ability to spit acid along the fact it's super strong. But it'll take more than acid and strength to stop what's about to charge through her front door.

"KNOCK KNOCK!" Rhino shouted, ramming through the main gate as loudly as he could possibly be, smashing every PHANTOM that comes before the horns.

"YEEHAW! Let's show 'em how it's done, Rhino!" Axl grinned, riding the back on Rhino and going all-out blasting every PHANTOM in his sight.

"_**GRAAAAAAAGH!" **_

Axl turns around to see Agony roaring its way with a menacing look of a killer. "Uh-oh! Super-PHANTOM! 10 o'clock-!" Axl shouts before the special PHANTOM tackles him off Rhino's back.

"Hold up, Axl. We're almost done here." Spidey replied as the rest of the gang is busy freeing Raven's tribe from their cages.

"Aren't you a hero? Why're savin' us?" A bandit male asked the Spider why he's willingly to save such cruel thieves like them.

"You answered your own question, genius. Now help your friends! We'll deal with the rude party guests!" Spidey instructed the thief.

"Hey guys. Might need a little help here!" Axl said while battling Agony. His bullets do no good against Agony as it charges right through them despite taking damage. Raven jumps in and kicks Agony away before it could reach Axl and unsheathes her sword to battle against it.

"_**GRAH HA HA HA!" **_Agony laughed, mocking Raven.

"Don't be so cocky thinking you'll beat me a second time." Raven scowled, implying it was Agony that forced her out of her camp in the first place.

"_**GRAAAAAAH!" **_Agony lunges it's claws and collides with Raven's blade. She ignites it in flames thanks to its ISO-8 upgrades and slashes on the monstrous PHANTOM, injuring the creature with multiple slashes. _**"GROOOOOOOAAAH!" **_Agony roared, spitting out intense acid onto Raven's flameblade, which prove strong enough to melt her blade into a toothpick. Without her weapon, Raven is a little more defenseless against Agony's monstrous assaults that smashes her on top of one of her tents, breaking Raven's mask in the process.

"Hey! That's my sister's mom you're beating up!" Ruby swoops in and strikes Agony when it wasn't looking.

"Lay off our bird! I'm pretty sure she prefers seeds than symbiote acid!" Sonic jokes, repeatedly pelting the creature with super-fast Homing Attacks.

"We'll give you the bird. The child-friendly, super awesome beatdown version!" Spidey snarkly said, web-throwing Agony across the camp.

"_**GROOOOOOOAAAAAAAAAGH!" **_Now Agony is angry and intent on destroying everything in its path by unleashing a large stream of acid all over the camp, melting anything that it comes in contact with. The heroes and most of the tribe members run away from her acid all except Rhino, who was too busy cleaning up the other PHANTOMS to notice a blast of acid hit his highly resistant armor.

"Hey! Who did that?!" Rhino turned around with the look of killing the person that tried to melt his skin off. That person so happens to be Agony standing in his path. "You want some of this, you small freak?! You're gonna regret it now! RRAAAAAAAAH!" Rhino charges right through its acid blasts and pierces it with his horn. He brings it up to shank it some more before throwing it away to the ground battered but still not down for the count.

"Stay down, holo-goo scum!" Axl rapid-fires his Blast Launcher, launching activated grenades around and on Agony, damaging it to the point of screaming in pain.

"I'll end your misery." Raven, after retrieving a spare sword, stabs right through Agony from behind, finally destroying the creature as its holographic body disappears and is left with an empty shell she throws down, stomping its head for good measure.

**BGM End**

**BGM-Sonic Rush OST-Theme of After the Fight**

"That takes care of you, PHANTOM scum. No one messes with me or my families and lives to tell about it." Raven remarked with a crossed arm pose, glad that her tribe is saved, despite the damage to her camp.

"Families? Did you slip up or did you count both your tribe and-?" Spidey teased Branwen she really does care for Yang and her ex-husband to a certain extent.

"Shut up before I mistake you as the last PHANTOM alive, and believe me, I am VERY eager to sic my whole tribe against you." Raven threatened the webslinger.

"Ha! Like these losers are any different from the gangs I beat up back in the city." Spidey mocked her tribe openly.

"I am beat! I need to take a break. Get a glass of water." Rhino said, holding his head.

"Head back to the Helicarrier, champ. You did good today." Sonic smiled.

"You think so? Thanks." Rhino smiled back before he was teleported back to the Helicarrier, leaving the four heroes with Raven and her tribe.

"It's rare for me to say this, but thank you kids for saving my tribe." Raven stoically thanked the team for helping her out, for saving her camp and her fellow bandits from the evil PHANTOMS.

"It was our pleasure. You're Yang's mom. Part of the family. We'd ALWAYS help out family." Ruby smiled.

Raven scoffs, "Hmph. If you say so. Listen, it might take a while until we get everything packed to move out of here. I might as well spend the time helping you get that meteor fragment, just so you won't mess it up and doom the world." Raven said, in her own way, she wants to help the team find the meteor shard.

"That's so Raven. Ha ha. Alright. Thanks for the help. We should hurry and meet up with the Chaotix." Spider-Man chuckled.

"Those goofballs? I'm regretting this alliance already." Raven joked dryly.

"C'mon! We ain't done yet folks. Grab your water bottles and wear those scarfs! It's back to adventure!" Spidey pointed onward with an enthusiastic finger.

"End my misery." Raven muttered as she now joins the heroes to find the third meteor shard and meet up with Team Chaotix

**BGM End**

* * *

**KFX Here: Okay, I lied. We'll meet up with Team Chaotix next chapter. This chapter was basically focused on the Raven's development and her current status with Yang. And we also learn Yang's side of the story involving her relationship with Peter. Next chapter, Team Chaotix join the team and we have a boss fight with Sandman. Look forward to it.**

**Question of the Chapter: Are you satisfied with the development Yang and Raven are getting in these stories? Same could be said about the Yang and Peter relationship getting some needed development?**


	8. Issue 7: Chaotic Sand Attack

**BGM-Spider-Man: Friend or Foe OST-Credits**

**Ruby: My name is Ruby Rose, leader of Team RWBY! Wasn't expecting this. We ran into Raven while we saved Shade Academy from the PHANTOMS. Apparently her tribe got taken hostage by them. Spidey suggested we should go save them and I agreed. They may be a bunch of thieves, but they're still people that were attacked by the PHANTOMS. Oh wow, that's kind of you, Raven. You're coming to help us find the third shard. Now you're starting to act more like Yang.**

**BGM End**

* * *

_Issue 7: Chaotic Sand Attack_

**Arid Sands Zone, Egyptia (9:33 PM EST)**

"This sandstorm is NOT doing anything for my costume!" Spider-Man joked.

After saving Raven's tribe from the PHANTOMS, the Branwen Avenger agreed to assist the heroes in their mission retrieving the third meteor fragment. It hasn't been easy. When going through hot sand, a raging sandstorm, and the occasional PHANTOM attack, one would question how they still have the will to keep pushing forward.

"Urgh. This sandstorm sucks. Hey Rave. Can't you use your weird portal powers to teleport us closer to the Chaotix, or to where the shard is?" Sonic asked the tribe leader as he pushes through the windy sandstorm.

"My Semblance only works with people I've made a bond with. The Chaotix are CERTAINLY no friends of mine." The masked Raven explained her Semblance, a power that allows her to create portals to people she's bonded with over the years. So far, it's with her brother Qrow, former lover Taiyang, her daughter, Yang, the mutant X-Man, Wolverine, and surprisingly, Spider-Man.

"You need to lighten up some more. Stick with us and we'll teach you the meaning of life and friendship." Sonic snarkly grinned.

"I'd prefer death than learn anything from you." Raven responded stoically.

"Oh. You already failed the first lesson. You get a F for "failed fun", missy." Spidey joked, causing the annoyed Branwen to lowly groan in tiredness, so not in the mood to be surrounded by a bunch of jokesters.

The gang walk over a wooden bridge that looks unstable but was still strong enough to hold out for them to safely walk across. They then arrive at the entrance to an ancient, unearthed tomb where they're reunited with some old friendly detectives.

"There they are! I see them! I see them!" A young-sounding bee boy shouted happily.

"Hm?" Spidey and the others look ahead to see Team Chaotix standing in front of the catacomb entrance: The annoying tracker bee, Charmy Bee. The cool-headed ninja investigator, Espio the Chameleon. And the money-loving yet equally-kind leader of the group, Vector the Crocodile.

"Well, it's about time you guys showed up!" Vector smiled, greeting his friends.

"Vector!" Ruby smiled, happy to see these lovable goofballs again.

"Come on in! This sandstorm's gettin' nastier by the second!" Vector gestured Spider-Man's team to hurry into the catacombs, which they do promptly and swiftly, following the Chaotix inside these creepy, but safe tombs.

"Vector, long time no see. We heard from Hill you guys were hired to find the meteor shard." Sonic said to the crocodile detective.

"Anything to pay this month's rent. We found these catacombs are the safest route to avoid that raging sandstorm outside." Vector explained.

"Oh yeah. It was terrible. I still got sand on my tongue. Blech! Charmy spitted out some tongue that got on his tongue when his team braved through the sandstorm themselves earlier.

"This is as far as my tribe could go before the sandstorm got worse and we were forced to retreat when the PHANTOMS attacked. From here on out, it's new territory for me." Raven said, leaning her crossed arms next to a cracked wall.

"We learned the PHANTOMS built an excavation site outside these tombs for unearthing the fragment. They should still be in the process locating it, so traversing through these tombs should help us get there faster and without little trouble." Espio said.

"I love things going fast. Know the way outta here?" Sonic asked the Chaotix, but they seem a bit hesitant to answer right away.

"Not…exactly." Espio responded awkwardly, rubbing his head. "We were too busy waiting for you guys to show up we kinda forgot."

"This place is like a maze! We don't wanna get lost!" Vector added.

"Not a problem. Hopefully the other shards we collected should lead us to the right way." Spidey said to bring out some hope of survival, taking out the two symbiote shards they've collected.

"They better. I don't wanna be stuck in these tombs for an eternity with you imbeciles." Raven remarked coldly, standing up from the wall.

"It'd make for some great bonding time," Spidey quipped, "C'mon. I'll take the lead."

**BGM-Spider-Man: Friend or Foe OST-Unearthed Catacombs (Ambient Music A)**

Spider-Man presses the light on his belt to activate his Spider-Signal, which has his face on it and helps him to see in dark places. This is extremely useful when leading a group like he is right now. He uses the symbiote shards and watches their glow to figure out which direction they should take.

"This way. Follow me." Spidey instructed and everyone does just that, follow the webslinger as he leads them deep within these ancient tombs, tombs that harbor ancient secrets within.

"Does this place feel haunted to anyone else or is it just me?" Charmy asked, looking a little scared passing by so many creepy artifacts and the undead hidden in dozens of coffins.

"We're deep inside an Egyptian tomb. It's natural for it to feel haunted." Spidey replied, looking completely fine and fearless. Makes sense for the man with the precognitive sense for danger.

"I never really explored an Egyptian tomb before. This world tour's making me visit places I never touched in my world." Axl commented.

"But this place is spooky. What if there're ghosts?" Charmy asked, still looking unnerved.

"Ghosts?" Ruby gulped with a hint of fear.

"Charmy, zip it. We'll be fine." Vector said, shutting up the young bee's fears.

"It's not like ghost are real anyways." Raven said.

"So after everything you've been through recently, fighting a number of aliens, mutants, gods, and immortals, someone like you DON'T believe in ghosts?" Sonic asked, finding it hard to believe Raven doesn't believe in that stuff.

"Yup." Raven replied so nonchalantly.

"You're as hard-headed as Knuckles. I wonder if that mask is made from your stubbornness too?" Sonic joked.

Spider-Man's Spider-Sense tingles as they approached another room. He gestures his right arm outward to signal the group to stop walking. "Trouble? Is it ghosts?" Charmy asked the webslinger.

**BGM End**

**BGM-Spider-Man: Friend or Foe OST-Unearthed Catacombs (Battle A)**

"Something just as bad." Spider-Man replied. And right on time, a group of PHANTOMS teleport into the room they're in to halt their progress. "PHANTOMS can count as ghosts, right?" Peter joked.

"Unless they can phase through my fist, no!" Vector remarked, punching an Anubis Sorcerer in the process.

Though a bit outnumbered, the heroes are more than capable defeating these holograms. Espio uses his ninja agility dodging a Darkwing Solider's masterful boomerang throwing. When he found an opening to attack after jumping over a boomerang throw, Espio threw a few shurikens to destroy the Solider, then grabs the ricocheting boomerang and uses it against the other PHANTOMS.

"Get away from me, creepy PHANTOM thingies!" Charmy said, stinging his stingers against the small scarab-looking Scarab Drones that were chasing him.

Raven and Ruby fight side-by-side destroying the PHANTOMS coming towards them. When two Anubis Sorcerers drew near them, Spider-Man web-yanks them towards the Huntresses as they unleash a single strike that instantly destroy them. "Two for two!" Spidey joked. More PHANTOMS start to appear but it's no problem. Sonic and Axl jump over the Huntresses to attack the incoming crowd, with Sonic chaining his Homing Attacks on them while Axl hovers in place and blasts them into kingdom come.

"HRRRAH!" Vector defeats a Pestilence Lord, punching it through a wall that leads to a new pathway.

**BGM End**

"Alright. We can proceed. This way, guys, and hope nothing else surprises us." Vector gestured to the team into this new pathway.

As the last person entered through the hole, not one of them noticed two mythical creatures passing by in the shadows: one with a white round body with black, soulless eyes and knitted up mouths, while the other is a black, tall humanoid creature that has a hideous face that resembles skulls.

"Was anyone else scared? I know Raven was." Spidey joked as they continue following the path to the shard.

"Is your voice always so obnoxious and _irritating_ each time you speak?" Raven responded, glaring at the annoying webhead through her mask.

"_C'mon_, admit it. You have something to be scared of." Spidey joked.

"First off, I don't ADMIT to anything. Second, you're becoming as annoying as one of those emo kiddies they got all over the internet, jabbering on about how _hard _their life is, when they've never known true pain." Raven stubbornly responded.

Then suddenly, both Sonic and Spider-Man begin to laugh so hard it's so hard to contain remarking from what Raven just indirectly admitted to them. "Oh my gosh…You have a Facebook page, don't you!" Sonic laughed.

"What? NO!" Raven denied immediately.

"She's right! It's TWITTER…Dork!" Spider-Man laughed madly from his bird pun.

"Pfft, AHAHAHAHA!" Ruby joins in on the crazy laughter, as well as Axl and Team Chaotix, as they all start laughing their butts off to hear that Raven might actually own a Facebook page or a Twitter page.

"I DO NOT!" Raven shouted, trying to deny everything.

"Hah! You totally do!" Sonic quipped in-between laughters.

"Shut up, rodent!" Raven retorted.

"Can you add me as a friend on Facebook?" Charmy asked the tribal Branwen.

"How 'bout me on Twitter? I'll retweet you and you retweet me back!" Spidey joked.

"I said, SHUT UP!" Raven shouted again.

"AHAHAHAHAHA!" The younger heroes continued to laughter despite it sounding Raven is threatening them with her voice.

**BGM-Spider-Man: Friend or Foe OST-** **Unearthed Catacombs (Ambient Music B)**

But good times must come to an end, as all of sudden, Spider-Man senses something eerie in the air. And it's not just Spidey that sensed something was wrong. Espio's ninja skills also warned him of something ominous lurking around them, ominous enough to shut up both him and Spider-Man from their laughing fit and focus what they just sensed, ominous enough to quiet the other heroes who are confused why they suddenly stopped laughing.

"What's up?" Sonic asked the two.

"Espio, what's the matter?" Vector asked his best ninja.

"You sensed it too, right?" Espio asked Spider-Man.

"The sounds of Raven's dying dignity echoing all around us?" Spidey joked but was still focused on the mysterious danger he sensed.

"Is it PHANTOMS?" Ruby asked them.

"No, this is different. Can't you hear it?" Espio replied.

"_**Rraaaaaaah…"**_

The heroes prepared themselves as they heard a faint screech echoing throughout the catacombs. "I heard something. What was that?" Axl asked.

"I think this is karma about to bite us in the ass. We're sorry, Raven." Spidey joked.

Suddenly, Charmy doesn't feel so good, feel weaken all of a sudden as he drops down from the air and could barely get up, "Ughhhh…I don't feel so good…"

It's not just Charmy that's feeling weak. The rest of the gang slowly drop to their knees as if they're suddenly exhausted. "What's going on…I feel sleepy all of a sudden…" Sonic weakly remarked.

"My Spider-Sense…I'm sensing…something…Feels like…Grimm…?" Spider-Man sensed.

From the sides of the walls, multiples of those black ghostly creatures appear to frighten the heroes. "G-GHOSTS!" Charmy was able to shout with his might.

"What kind of Grimm are those…?" Spidey asked, using all of his willpower to try and not fall asleep from whatever these ghost Grimm are doing to them.

"I've heard of these ones…called the Apathy…say they have the ability to weaken their prey with a scream that drains their will to the point of death…" Raven weakly explained to them what she knows about the Apathy.

"Knew it…karma…Ruby…Silver Flash…now would be good…" Spidey weakly turned to Ruby to save their lives, as she has a unique ability that's super effective against any and all Grimm.

"Give me a sec…" Ruby closes her silver eyes and concentrates, focusing her soul and fueling it with the desire to protect her friends and loved ones. Once that was settled, it was just a matter of opening her eyes to unleash a bright white flash which Spidey dubs, "Silver Flash", that encompasses the whole corridor, breaking the Apathy's power over them so they could move and hurting them.

**BGM End**

**BGM-Sonic X OST-Battle**

"Good job, petals." Spidey complimented his little sis for saving their lives.

"You could've done the same thing too with your "Totem Flash" or whatever." Ruby replied, saying Peter has a similar ability thanks to his special "Spider-Totem" nature and other weird mystical stuff that has no time for an explanation.

"And take all the spotlight for myself?" Spidey quipped as the gang begin running away from the Apathy, who are down but not out and are slowly chasing them.

"We need to get outta here and find the exit pronto!" Vector huffed, running for his life away from the Apathy.

"What's the rush? Those things are slow!" Sonic joked.

"For you, maybe!" Vector retorted.

The Apathy aren't the only ghost monsters they should worry about. As they run, the heroes suddenly find themselves avoiding those round white ghosts that were hanging around with the Grimm earlier.

"What kind of ghosts are these?!" Axl asked frantically.

"Boos!" Espio answered.

"Why do I feel like that name's already taken?" Peter joked, getting the feeling there were other ghosts that are called "Boos" from a video game involving a plumber.

"OUTTA MY WAY!" Raven shouted, slicing the Boos away to open a path open. "MOVE!" She shouted to the others so they could keep running for their lives.

"_**Brbrbrbrbragaga!" **_Another ghostly roar gets their attention from somewhere inside these tombs.

"NOW what?!" Spider-Man asked.

Phasing down from the ceiling is a colossal boo, one with multicolored eyes and tongue and sharp white teeth. "Wh-What kind of ghost is that?" Raven asked, a little shock confronting this colossal spirit.

"The king of ghosts! King Boom Boo!" Espio explained they have confronted the most dangerous of ghost in the world.

"A ridiculous name for a ridiculous ghost!" Spidey mocked the creature, angering the king of ghosts to start attacking them.

"Let's play, your majesty!" Sonic declared. The heroes work together to fight against this king ghost, using spin attacks, web balls, bullets, everything they could throw at it. It wasn't enough as their attacks aren't nearly effective against King Boom Boo, who simply slaps them to the ground to grovel in their weakness.

"Why can't we hit it?" Raven asked, starting to get frustrated she's getting beaten by a ghost.

"It's a ghost. They're _kinda _already dead." Spidey snarkly responded that the spirit is invincible.

Ruby turns around to notice the Apathy and the smaller Boos are catching up. "Guys, we need to get outta here!" She pressured the gang to hurry up and find an exit.

"Hey! I think I see a light!" Charmy points to a warm light at the end of the corridor.

"Good job, junior detective! Let's juice!" Sonic revs up and speeds off towards the light. Everyone else dash off after him, with Raven turning into a bird to gain top speed. King Boom Boo leads his Boos and Apathy chasing the heroes so they won't leave their sight and be trapped with them forever, chopping the floor as it makes its way towards them.

"We're almost there!" Ruby said as they approach the bright light. That bright light leads them out of the catacombs from beneath a pyramid onto the sandy grounds of the excavation site for the meteor shard.

"We made it!" Vector said happily they escaped the ghosts' clutches in time.

King Boom Boo and its forces still persist to capture them and exit out of the tombs and into the bright light under the heated sun. The light is the one weakness ghosts hate the most as it burns their whole spiritual bodies up. King Boom Boo retreats along with its forces, but not before Sonic gives them a going away present.

"See ya later!" Sonic attacked the retreating ghosts with one powerful Spin Dash that was strong enough to collapse the ceiling of the catacombs on top of them so they won't bother them again.

**BGM End**

"That takes care of them. We ain't afraid of no ghost, except maybe for Raven." Sonic joked.

"I WILL slit your throat." Raven threatened.

"You can try, but first, let's find that shard. Hill, what can you tell us?" Sonic asked Maria Hill through his ear comm.

'_According to our scans, that should be the resting place of the meteor shard.' _Hill answered, but she may be wrong as the gang don't see the shard anywhere.

Spidey responds first, "We're not seeing anything here but a whole lot of…" His Spider-Sense tingles to something rising from the sand. And who would've guessed it, it's the Sandman under mind control that has come out of the sand to play. "Sand…Oh, boy…" Spidey shakes his head as he should've seen this coming.

**BGM-Sonic Adventure 2 OST-Masters of the Desert**

"C'mere, you annoyin' little rascals so I can bury you in a sand coffin and trap you in those tombs forever!" Sandman threatened them, sounding a little more aggressive than usual. The master of sand uses his powers over sand to manipulate the sand they're standing on to send shockwaves along the floor to attack them, but the heroes were fortunate enough to dodge them before it could collide with them.

"Does Sandman sound a little more 'menacing' than usual?" Ruby noticed something's wrong with Sandman as they fight.

'_Team. I have more news concerning Sandman. We've intensified our scans and they've revealed the exact location of the meteor fragment.' _Hill said.

"The suspense is killing us!" Spidey quipped, avoiding a slamming sand hammer from his sandy nemesis.

'_The fragment is INSIDE Sandman.' _Hill informed.

"What?! INSIDE him? Eeuuww…" Axl squinted in disgust, rolling away from sand blasts.

'_Yes, he hid it inside his chest after he found it which intensified his powers and his aggression. Spider-Man, you remember the symbiote effect.' _Hill said, knowing Spider-Man is well-versed with the intense aggression and enhanced powers the Black Suit gave him when he wore the symbiote.

"Me and Raven both know that feeling." Spidey quipped of Raven's previous experience bonding with a symbiote during the symbiote invasion as he jumps over more of Sandman's attacks.

"You had to remind me? What's the plan?" Raven asked while deflecting Sandman's attacks.

"Water sounds like a best bet. Try to find a water source somewhere and use it against him." Spider-Man suggested.

"Sounds good." Raven respected the plan.

The Branwen warrior charges up her blade with ISO-Water power and downward strikes her blade on the floor, unleashing a powerful crescent wave of water that attacks Sandman, soaking him in the stuff and making him all muddy.

"Hey, that hurt!" Sandman cursed her.

"Good. Now hit him!" Raven ordered Team Chaotix.

"You heard her, team! Mess him up!" Vector responded.

Team Chaotix throw everything they got on Sandman, from Vector brutally punching his muddy body to Charmy stinging him to Espio throwing shurikens to really mess up his body. "Worms! Go away!" Sandman summons pillars of spikes protruding from the sand to scare the detectives, leaving them open to an extending sand punch that blasts them away.

"Okay, Sandman, show me what you got!" Spider-Man does a jump kick through Sandman's body as it recovers from being muddy and passes through him like he wasn't there.

"You sure showed me." Sandman quips as he forms hand-hammers.

"The hammer thing's getting old, pal." Spidey quipped, dodging his enemy's hammer swings. This was all part of the plan, actually. Keeping Sandman distracted away from Ruby and Axl coordinating to attack him from behind.

"Time for your bath, Sandman!" Ruby uses her gun to fire ISO-Dust Water bullets while Axl fires his Splash Laser, simply a powerful beam of water. Their combined attacks weaken Sandman while he wasn't expecting it, leaving him open to receive a barrage of watery-web balls from Spider-Man and his Web-Shooters.

"Keep him steady!" Sonic instructed them. The hedgehog charges up a Spin Dash that's strong enough to smash through Sandman while he's all wet. "I understand, Sandy. I hate water too." He joked.

"GAAAAAAAH!" Sandman had enough and thought it was time to get serious. He uses the sand around him to grow giant size, with half his lower body sinking to the sand while the upper half is nothing but a monster made entirely of sand.

Spidey groans from the sight of fighting Giant Sandman, "I hate it when he gets like this."

"THAT IS IT! NOTHING WRONG WITH YOU TWERPS A GOOD BEATING WON'T FIX! I'LL KILL YOU INTO NOTHING!" Sandman roared loudly.

"I don't think we have enough water to beat THAT!" Vector said, scared.

"Enough of this!" Raven declared, stating she's tired of this battle already. It's time for Raven to unleash her secret weapon which is not at all complicated. She takes off her mask as the lines on her clothes light up red and her eyes get a dark red aura. "It's time to get serious!" She stated.

"Rave, is that ISO-8 I'm picking up from your clothing?" Spidey turned to her.

"Yeah. Upgraded my suit with ISO-8 a while back to give it elemental properties, kinda similar to the Maidens. Remember them?" Raven explained.

"An Artificial Maiden. You're as crazy as your daughter." Spidey joked.

"YOU THINK YOU CAN STOP ME, WEAKLING BIRD?" Sandman insulted Raven, which is definitely not something one should do when up against an ISO-powered tribe leader.

"Hmph." Raven scoffed, generating water to supercharge her sword to grow bigger than before. Raven let's out a battle-cry and leaps over while avoiding Sandman's body blasts and cuts off one arm with her giant water blade.

"AAAAAAAGH!" Sandman screamed in pain.

"Wow, that's so cool!" Ruby remarked in excitement to see Raven fight so amazing.

Raven cuts off the second arm and prepares to stab him in the chest to finish the fight. Unfortunately, she underestimated Sandman as he blasts her with enormous blast of sand from his chest before she could finish him, sending the tribal Huntress flying to the sky, "AAAAAAAH!"

"Raven! We got you!" Sonic said as he and Spidey jump up to save her. Sonic grabs her in time before she really went flying away. Meanwhile, Spidey grabs her watery sword that was also flung off which is still giant size.

"And I'll finish this! HAH!" Spider-Man throws her blade like a speeding spear straight through Sandman's body and cause him to experience pain from the water reacting inside him, causing Marko to scream before his giant body blows up into pieces and him back to normal form. As for the amulet that mind controlled him, it flew off him into the sky over Ruby.

"I got this!" Ruby said. The young warrior jumps into the air with her scythe and instantly slices the amulet into two, destroying it and thus fully freeing Sandman from its influence.

**BGM End**

**BGM-Sonic Rush OST-Theme of After the Fight**

"Yo Raven, you okay?" Sonic asked the tribal Huntress as he helps her up to her feet.

"I'm fine." Raven replied, turning off her "Artificial Maiden" mode.

"Not bad out there. You saved the day." Sonic smiled, even giving her a thumbs-up.

Raven smiled too, albeit a small one, "Thanks."

"Hey, look at that! Treasure!" An excited Charmy points the heroes to a pile of gold, loot, and other treasure that was buried deep beneath the sand and was suddenly unearth to the surface.

"ALRIGHT! Looks like Sandman unearth some of this treasure that was buried within the sand! This mission wasn't a total waste after all!" Vector smiled that they uncovered some gold that'll surely be enough to pay off a couple rents and other stuff the Chaotix are overdue for.

"I agree! Hope you boys are mannered enough to share with a lady!" Raven grinned, wanting some of that long-lost treasure for herself and her tribe.

"Awww man! Do we have to?" Vector whined as it looks like he's going have to split the treasure in half with Raven.

While the Chaotix and Raven sharing a humorous argument how they're gonna split the treasure, Spider-Man and his team collect the third meteor shard before walking up to Sandman, who just regained consciousness and obviously has no idea what's going on ever since he was mind-controlled.

"Hang on, I'm getting good at this part." Spider-Man said as he's used to this pattern whenever they save another bad guy. "You were being mind-controlled, but we TOTALLY saved you and now you're gonna offer to help us find out who did this to you." The webhead said to the confused sandhead.

"Where am I?" Sandman asked, who wasn't paying attention to a word Spider-Man said.

The other three laugh while Spidey just sighs and goes over it again with Sandman, "Okay. _So_, you were being "mind-controlled", but we _totally _saved you…"

**BGM End**

* * *

**KFX Here: Some humorous interactions between Raven and the more childish heroes. Raven having Twitter. It's too appropriate that it's just beautiful. Appearances of the Apathy Grimm from RWBY and the Boos and King Boom Boo from the Sonic series must've been nice, yeah? Anyway, next chapter, expect some more anti-heroes to show up. Maybe like a black hedgehog who thinks he's the ultimate? A white symbiote that has a taste for brains? And perhaps the first appearance of a legendary vampire hunter? We're nearing the end, folks.**

**Question of the Chapter: What do you think of the growing friendship Raven and Spider-Man have since their first team-ups together to now? I'm trying to write it similarly to the friendship Spidey and Wolverine have in the comics as Wolverine does see Spider-Man as one of his best friends and one of the people he trusts the most.**

**Guest talking about LMD: Peter's not someone who would "cheat" using an LMD to solve his problems. Remember, "Great Power comes Great Responsibility". Peter prefers handling his problems himself than use a robot. It would take away some potential life lessons. Not to mention, having two Peters would complicate things in his already complicated life. **


	9. Issue 8: Riot and Carnage

**BGM-Spider-Man: Friend or Foe OST-Credits**

**Spider-Man: Looks out! It's your friendly neighborhood Spider-Man! We finally met up with the Chaotix at some ancient tomb in the middle of the desert. A haunted tomb I might add. That place was crawling with ghosts and a big one called King Boom Boo. We took care of him and Sandman, who found the meteor shard to power himself up. With him rescued, we can focus collecting the fourth shard. Just two more hours left until prom is over. Better hurry.**

**BGM End**

* * *

_Issue 8: Riot and Carnage_

**SHIELD Helicarrier (10:01 PM EST)**

**BGM-Spider-Man: Friend or Foe OST-Helicarrier Hub**

Nick Fury walks into the briefing room to reunite with Maria Hill and Spider-Man's team after long meeting with the World Security Council. Hill formally saluted to her superior and asks him, "Director Fury. How was your meeting with the Council?"

"Annoying as usual those guys are, so I say everything went fine." Fury replied.

"Still not gonna give us a hint what you guys discussed?" Spider-Man asked the director.

"No. What we're dealing with right now is way more important. Hill, show us what's next." Fury ordered.

Hill presses a few buttons to put up holo-images of everything related to their next mission in a new country, Transylvania. "Stokerstov, Transylvania. That's the location for your next mission." Hill told the heroes.

"Right now, we're going to go to Transylvania. Is anybody else creeped out that we're going to Transylvania? Because I gotta tell ya, I am!" Ruby said a bit worried, having heard horror stories that have occurred in Transylvania.

"Transylvania is just another bit of land full stories, kid. Nothing to worry about." Fury assured the little Huntress.

"Well, while there is unexplained atmospheric interference, initial scans of the area indicate the highest concentration of PHANTOM signatures yet, sporting an average symbiote index of 53%." Hill informed them something's weird going on at that country.

"Don't let her spook ya…" Fury assured Ruby again. "Hill, what about the location of the shard?"

"We located the meteor shard and it appears to be guarded by a creature with a symbiote index rating of 100%. There also appears to be another creature with the same high index reading rapidly approaching the area." Hill informed them of two seemingly super-powered PHANTOMS with 100% symbiote capabilities are in Transylvania as well, which is enough to scare to group.

"Guess we should abort the mission." Sonic casually joked.

"Sounds good to me." Spider-Man quipped.

"Team, it's probably a glitch in our system. There's NO way the PHANTOMS could have gone to maximum index that quickly." Fury assured them.

"Yeah, you are probably right. I mean things couldn't be-." Spidey joked until Hill interrupted him with something more important happening in the country.

"Hold on! We just detected TWO additional life forms in the area! This is impossible. PHANTOM signature surrounding these life forms are disappearing at an alarming rate." Hill informed in shock.

"There's something _tougher _than the PHANTOMS down there?" Axl remarked that someone is taking out these holographic monsters with ease.

"Correct." Hill replied.

Even Fury was a bit shocked to hear this surprising news, "Huh? Well, guess we'll just hope that whatever those are they're on our side. Good luck, team."

"Okay, yeah. We'll just see what these super-powerful PHANTOM hunters are, and then we'll deal with the two symbiote things, and then I'll probably, y'know, hide under my bed for a few days, if that's cool with you guys." Spider-Man babbled to hide his fear of what might be his toughest mission yet.

"Be careful, team!" Hill wished them good luck.

**BGM End**

* * *

**Stokerstov, Transylvania: Oldworld Village (10:06 PM EST)**

**BGM-Spider-Man: Friend or Foe OST-Old World Village (Explore A)**

The Helicarrier teleports Spider-Man's four-man super-awesome team outside the scary entrance that leads to an old village that sets the stage for a creepy nighttime trip through the land of Transylvania.

"Oh, isn't this a quaint little village." Spider-Man joked, staring at the extremely creepy, haunted, and ominous village up ahead over a bridge.

"This place is already spooking me out. Can we get outta here please?" Ruby remarked, visibly a bit frightened.

'_Why? Didn't you kids just fight ghosts not long ago?' _Fury asked.

"And it was creepy exploring those tombs too." Ruby remarked.

'_Just stick as a team and nothing will happen. Speaking about team, I'll be sending in Sandman to assist you on this mission. There's a whole lot of PHANTOM activity happening in the area. First off, go investigate the village. One of those "PHANTOM Hunters" seem to have engaged in combat with the creature with the "supposed" 100% symbiote index. Good luck down there.' _Fury wished them a safe venture through these treacherous lands.

"Thanks, because we're most DEFINETELY gonna need a lot." Spider-Man quipped.

As promised, Fury sent in Sandman through the Helicarrier's teleporter to join the team in exploring Transylvania. "Alright, you chumps! Who needs a beatdown?! Where're we headed?" Marko asked the heroes.

"To that village," Peter points, "Hope you guys brought your garlic and holy water." He joked, swinging to the air to lead his team into the village.

**BGM-Sonic Unleashed OST-Boss Battle (Night)**

After the team crossed the bridge into town, the place was getting wrecked, but it wasn't by PHANTOMS. Something powerful smacked a smaller being through town, crashing into a deserted house near where the heroes are standing.

"What's going on?" Axl wondered.

From the wreckage stands a black hedgehog that you'd mistake for Sonic's twin. This more serious speedster charges up a Spin Dash to attack the creature he was fighting. A creature that looks similar to Spider-Man and the PHANTOMS but more "alien-looking". More monstrous. A symbiote with white flesh and a black spider-emblem, all packed with power and an attitude to stand even with the black hedgehog. The black hedgehog hurt him with his Spin Dash and used some sort-of "space-time" teleporting move to deliver a brutal three-hit combo that knocks the symbiote around momentarily.

"Who the heck are those punks? They don't look like PHANTOMS." Sandman asked.

Sonic recognized the brutal combatants fighting to the death with each other as they are two of the most powerful anti-heroes they ever met, "Shadow and Anti-Venom? They're the ones we detected? Why are they fighting?"

"Your destruction is at hand, symbiote scum!" Shadow threatened Anti-Venom while throwing Chaos Spears at him.

"_**Gahahahaha! You'll have to do better than that, rat the weasel!" **_Anti-Venom taunted the ultimate life form while forming a shield with his symbiote to easily block Shadow's Spears.

Shadow grunts before using Chaos Control to teleport near the white symbiote for a neck-snapping roundhouse throwing him around the village. Anti-Venom recovers easily, even chuckling from his pathetic assault, as he morphs into a pile of goo and move along the floor closer to Shadow, reforming to normal in time for a devastating uppercut that sends him to the air. _**"DIE!" **_Anti-Venom launches his killer tendrils at Shadow. Shadow cuts all of them down before hitting Anti-Venom with a Homing Attack, sending the creature backwards for more Chaos Spears to throw and would've hit if Anti-Venom didn't counter with his Death Bite tendrils, colliding the two powerful attacks that creates an explosion from them.

The smoke from the explosion quickly dissipates while both anti-heroes continue to stare down each other with their own scowls as they find themselves evenly-matched. But it looks like this fight might have to cut short as newer and deadlier types of PHANTOMS suddenly pop in surrounding the anti-heroes: the ghost-looking Phantasm recon units PHANTOMS, axe-wielding Skeletal Soliders, Howling Berserkers that have the look and temper of fabled werewolves. And the armored guard, the Ghost Summoner.

"Hmph. Decided to summon back-up to make up for your weakness?" Shadow mocked Anti-Venom as he thinks the symbiote works with the PHANTOMS.

"_**I told you! These "imposters" don't work for me, and I most "certainly" DON'T work with them!" **_Anti-Venom scowled.

"You'd better believe him, Shadow…" Spider-Man finally announced his presence to the anti-heroes as the team zip in to fight the PHANTOMS, "Unless he's wearing a mind control amulet, he's clean! Mostly!"

"_**Wha-Spider-Man?! What are YOU doing here?" **_Anti-Venom asked his former hated rival, now uneasy allies.

"I should be asking the same thing, Brock!" Spider-Man replied, punching two Skeletal Soliders in the meantime.

"Sup, Shadow! Long time no see! Need an assist?" Sonic asked his rival, attacking PHANTOMS around where Shadow's is.

"No, but I'll allow you to have your fun." Shadow replied with his arrogance as usual.

A Skeletal Solider hurls it's axe at Ruby with deadly accuracy that could just _barely _deflect in time. Then a Howling Berserker howled like a werewolf and dashes at the young Huntress, forcing her to jump over it with her Semblance if she wanted to avoid getting mauled.

"The PHANTOMS are DEFINETELY getting stronger! It'll take a bit more to defeat them this time!" Ruby remarked, fending off Phantasms and Skeletal Soliders with her scythe. A Howling Berserker lunges at the little hero, who blocks it with the side of her scythe as the creature ferociously tries to bite her head off.

"_**Leave the girl alone, faker!" **_Anti-Venom extends a punch to destroy the Berserker, thus saving Ruby.

"Thanks, Anti-Venom!" Ruby thanked the symbiotic anti-hero.

"_**We're not done yet, kid. Watch your back." **_Brock advised her.

"What're you doing here, Sandman?" Shadow asked the sandy supervillain as the two work together destroying the PHANTOMS.

"Revenge against these punks that thought they could control me!" Sandman replied, roaring to smack a Berserker with a sand hammer.

"We got a lot of explaining to do, Shadow. We'll tell you once we're done!" Sonic said as he finishes bouncing off and destroying the Phantasm drones.

"Just a few more seconds and we should be good!" Axl quipped as he finishes off the last remaining PHANTOMS in the village. "There. We're good, or I guess, I'm good. Ha ha." The Reploid kid chuckled.

**BGM End**

"That definitely looks like the last of them." Sandman remarked.

"For now. The PHANTOMS have gotten stronger. Our mysterious master planner is really starting to understand symbiote physiology. We need to wrap this up soon before they become a nightmare across the planet." Spider-Man remarked calmly, fearing the full strength of an 100% symbiote index PHANTOM. The webhead then turns to Shadow and Anti-Venom wanting to get some answers from them, "So Brock, Shadow, why are you guys here and tried to kill each other? What are you doing far away from New Vale, Brock? Found a house to move in here in Transylvania?"

"_**Very funny, webhead," **_Anti-Venom responded sarcastically with an annoyed scowl, _**"No, you fool! I've come to find Carnage and put him out of his misery!"**_

"Cletus Kasady? That's right. He was also kidnapped by the PHANTOMS. He must've been that other creature we detected that had an 100% symbiote index. Makes a lot of sense that would be him." Spider-Man remarked.

"_**I've been on that psycho's trail ever since I heard he escaped Ryker's Island. The two of us have a "bond", dontcha know, so tracking him down here wasn't a big problem." **_Brock explained his mission.

"How the heck did you get from New Vale to Transylvania in a few hours? Did you walk?" Spider-Man asked.

"_**I had Cinder drop me off, but I wanted to do this alone. Carnage is my disgusting spawn and I won't allow any more innocent blood cover that maniac's claws! But I wasn't expecting Kasady hanging with company. That's not like him. These "fake symbiote knockoffs" have been causing me trouble for a while. You call them "PHANTOMS". I call them imposters. Whoever's creating these things are playing a dangerous game, trying to be "god" in the creation of "symbiotic abominations". I would've gotten to Kasady sooner if this pesky rat on two legs wasn't so interested getting a beatdown." **_Brock explained everything that's been going on with him while also blaming Shadow for delaying his mission to stop Carnage.

"Hold your tongue before I do it for you." Shadow threatened.

"Why are you here, Shadow?" Sonic asked his rival, interested in his story related to stopping the PHANTOMS.

"Same as you I presume: Destroying these creatures before they destroy mankind. These PHANTOMS have been causing a lot of trouble around the country, so I made it my mission to destroy each and every one of them that'll lead me to their creator, and stop him permanently. I found Anti-Venom here and thought he'd have some clues, but it looks like I was wrong. Can't blame me considering Brock was the cause of the last symbiote invasion when he was Venom." Shadow explained his mission.

"_**I've changed! I'm not the same monster as I once was. 'Sides, didn't I also hear something that you tried to destroy planet, like twice, Mister "Space Colony" and "Black Arms"?" **_Brock joked.

"You too, Mister "Amnesiac Symbiote of the Lost Hex"." Shadow quipped stoically.

"Brock has changed. He's reformed. If Carnage is here, we need to work together. Taking him on isn't easy. Me and Brock have the scars to prove it." Spider-Man said to say Eddie Brock really is on the side of heroes now, "By the way, Shadow, we also heard there was another person hunting the PHANTOMS. Know where we could find 'em?" He asked the ultimate GUN agent.

Shadow points his finger to the outskirts of the village to a decrepit manor house that watches over the surrounding countryside, "Over there. I think I saw a man with a sword enter that manor before I fought Anti-Venom."

"And that is where we'll go. Let's move out!" Spider-Man commanded.

* * *

**The Manor House, Transylvania**

**BGM-Sonic Heroes OST-Mystic Mansion**

Joined by the newly-recruited Shadow and Anti-Venom, the team make way for the deserted manor Shadow pointed towards earlier so they could find their second mysterious PHANTOM Hunter. At top speed, they arrived at the entrance to the abandoned manor house with little knowledge who or what could be waiting inside.

"Be careful. We don't know if this guy's friend or foe." Ruby warned the team.

"Okay." Sonic responded.

"Stay close. I'm sensing some activity inside. Be ready for anything." Spider-Man warned the team.

Slowly, Spider-Man creaks the doors open and walks inside first, then Sonic, Ruby, and the rest of this rag-tag team into the main hall of the mansion to find the man they're looking for: An African American man in a black coat wearing black shades and weird tattoos on parts of his skin. This "PHANTOM Slayer" wields a silver titanium blade that's strong enough to vanquish the several Skeletal Solider PHANTOMS that tried to attack him only to lose really badly as the slayer fights like a calm-and-collected killer. Without even looking or turning his body, the man points the tip of his blade close to Spider-Man's neck, who just stands there crossed arm and totally not afraid at all as he recognizes this slayer.

"You need to point that somewhere else…Blade." Spidey said, pushing the blade away from his neck.

"Spider-Man. You don't belong in these parts." Blade said stoically.

"Blade. The Legendary Vampire Hunter. You're real after all." Shadow remarked, for the first time, face-to-face, meeting with the legendary vampire slayer.

"Vampire Hunter? That's so awesome!" Axl smiled.

"I've heard stories about this guy! He's like the modern-day Grimm Reaper! Can I get you to sign my Crescent Rose?!" Ruby excitedly asked as she's basically meeting a celebrity in the supernatural business.

"What're you doing here, Blade? PHANTOMS aren't exactly vampires last I checked." Spider-Man asked, wanting to know Blade's mission in Transylvania.

"Close enough to be a nuisance. I'm here chasing something with eyes a lot like yours and big ugly behind you." Blade replied, referring to Spider-Man and Anti-Venom when he spoke of his mission.

"_**Like ours? Is he red, skinny, and laughs like an alien psycho?" **_Anti-Venom asked him.

"Uh…yeah…" Blade responded.

Spidey realizes who Blade is hunting, "Oh no, that's Carnage, and, well…the three of us are sort of "related". If you're after him, we better help." He offered their assistance to Blade to stop Carnage.

"Fine. Just don't slow me down." Blade replied stoically but accepts their help regardless.

"I'm usually the one telling people that." Sonic joked.

"Follow me." Blade takes command and rushes through the manor as the gang gives chase. The vampire hunter leads them outta the manor and to a treacherous path from the village to an ancient church up ahead, winding their way from rain-soaked cliffs to muddy graveyard paths.

"Where are we going?!" Sandman asked in case you forgot he was here.

"To that church over there. That's where we'll find this Carnage." Blade answered, pointing to the ancient church not far from them.

"The Daywalker teaming up with Webslinger. We should do this more often." Spider-Man said, swinging through the air above Blade.

"Not a chance. Your mouth acts as a beacon to call in a hundred vampires." Blade dryly joked.

"Unless you give me a microphone." Spidey quipped.

"That'll make it worse." Blade responded.

"So, why are you called the "Daywalker"? Aren't you a vampire? Don't vampires hate the daylight?" Ruby asked to make conversation with the legendary vampire hunter.

"I'm a HALF-Vampire. Been that way since birth." Blade replied.

"Cool. I was born with these silver eyes thanks to a light god that allows me to kill Grimm with one shot." Ruby said happily.

"Cute." Blade responded, sounding so uninterested.

**BGM End**

**BGM-Spider-Man: Friend or Foe OST-Graveyard Path (Battle B)**

Before they could enter the church, trouble approaches, and both Blade and Spider-Man sense that trouble coming. "Stop," He ordered everyone to stop running as he stylishly takes out his blade, "Trouble."

"Spidey?" Axl asked the webhead if he senses trouble too.

"You bet my Spider-Sense is tingling!" Spider-Man quipped, sensing PHANTOMS popping up by a few dozen to take them on.

"Chaos Spear!" Shadow attacks the PHANTOMS with multiple Chaos Spears, dealing with some in one blow.

"Sonic Wind!" Sonic kicks in a blast of wind to combine with Sandman's sand blast scatter a few PHANTOMS across the graveyard.

Blade slices a Howling Berserker into two before it disintegrates into holo-bits then leaps back to assist Ruby with the other Berserkers that start to surround them. "Hey, kid! Don't suppose those eyes of yours can kill these suckers!" Blade asks while striking down the invading PHANTOMS.

"I wish! I don't think they can kill vampires if I ever fight one!" Ruby replies, striking up a Berserker in one blow.

"_**Bah! Who needs silver eyes? You already have a PHANTOM-killing machine! The symbiote variant I should specify!" **_Anti-Venom said a bit menacingly. The symbiote killer stabs his fists into the ground to spread his symbiote around the graveyard to every PHANTOM. _**"Perish, fakers!" **_Brock cackles, protruding symbiote spikes from the symbiote spread at all PHANTOM, easily killing them all like they were nothing.

**BGM End**

"He just destroyed all the PHANTOMS like they were nothing." Sandman remarked on Anti-Venom's incredible ability to destroy the PHANTOMS like that.

"Makes sense." Spidey said.

"It does?" Sandman responded, confused what he means.

"Anti-Venom's symbiote can theoretically "cure" anything. From diseases to radiation. From Aura to Semblance. Even destroy other symbiotes which the PHANTOMS were partially made from." Spider-Man explained.

"Anti-Venom really is a PHANTOM-Killer!" Axl grinned.

'_That's good news to hear,' _Fury chimed into the conversation, _'Anti-Venom might be our ultimate trump card to deal with this PHANTOM menace once and for all.' _The SHIELD director said, believing Anti-Venom could be their key to victory during this crisis.

"_**Gahahaha! I am doing God's work! No symbiote or PHANTOM don't stand a chance while I'm around! I am the ultimate symbiote life form to ever walk the Earth! And I'll prove that after I rip Carnage's symbiote right off his undeserving skin!" **_Anti-Venom laughed.

"Then let's get you reacquainted then." Blade said, leading the group inside the church.

The team fight their way through the church, beating down every PHANTOM lunging right at them. Blade, Shadow, Sandman, and Anti-Venom were more vicious on their opponents, but it's okay since they're just holograms made from the most nasty organisms in the whole universe.

Then, after fighting through wave after wave, the heroes made it to the topmost of the church. Lightning, wind, and rains batters outside the building to make for one frightening backdrop. The heroes walk out to a balcony with church bells that might be useful for the coming battle. Spider-Man tries to sense where Carnage could be hiding, but he should know better. Since Carnage is a spawn of Venom, the symbiote he once bonded with, his Spider-Sense doesn't work against the psycho symbiote. That leaves him to use his natural instincts to avoid a hiding Carnage's lunge.

**BGM-Spider-Man: Friend or Foe OST-** **Venom Boss Battle Phase 1**

"There he is! Carnage!" Sonic spotted the murderous symbiote.

"I was really hoping it wasn't him!" Spider-Man joked, never liking his fights against this psychopath.

"_**Nyahahaha! Hahahahahaha!" **_Carnage cackled like the psycho he is, well under mind control by that mysterious amulet.

Carnage won't be alone in this battle. Another Super-PHANTOM teleports in to assist his partner, and he's a nasty one. A dark blue symbiote merged with a PHANTOM body possessing the personality of arrogance and callous.

"And there's the Super-PHANTOM. Right on que." Spidey joked.

"_**GRAAAAAAAH! Traitor!" **_The dark blue Super-PHANTOM actually spoke and it seem it was talking to Anti-Venom.

"It can even talk. These Super-PHANTOMS grow up so fast." Spidey joked.

"_**You talking to me, worm?" **_Anti-Venom asked the Super-PHANTOM.

"_**The name's Riot. And unlike the other "Super-PHANTOMS", I am a symbiote that's been on this miserable world for quite some time." **_Riot said.

Anti-Venom chuckles with a nasty grin, _**"Oh yes. You must be one of the "weakling" survivors after the destruction of Klyntar, hahaha!"**_

"_**Because of you and that girl! And today, I will have my revenge on the both of you!" **_Riot retorted, blaming Anti-Venom and Ruby for the destruction of the symbiote homeworld during the symbiote invasion a year ago.

"Is it talking about me?" Ruby asked, confused.

"Who else used the Eclipse Cannon to blow up their planet?" Sonic remarked.

"_**Our mistake, hotshot. We should've been more "thorough" in eradicating your kind off the face of the cosmos. Don't worry. I've made it my mission to destroy every symbiote that threatens this world, starting with you and Carnage," **_Anti-Venom grinned, _**"IT'S SHOWTIME, FREAKS! You two smell like "baaad" symbiotes, and for once, it ain't me!" **_He declared to get a fight on.

"_**BRING IT ON, GRANDPA!" **_Carnage responded, ready to rumble with his old man after so long.

**BGM End**

**BGM-Spider-Man: Web of Shadows OST-Boss**

Carnage and Anti-Venom fight evenly for a bit, slashing off each other's symbiote right off their skins for a bit until they take their fight into another room. Sonic and Sandman give chase to assist Anti-Venom. "We'll go help Brock! You guys deal with this "Riot" chap!" Spider-Man instructed Ruby, Axl, Shadow, and Blade to take care of Riot before the web-slinger zips into the fight with Carnage.

"Easier said than done! YOW!" Ruby dodges for her life from the numerous tendrils aimed at her from the vicious Riot. The Super-PHANTOM morphs it's hand into blades to try and slice off Ruby's head.

"_**I've waited a LONG time for this. To think a CHILD possessed the capabilities to destroy a whole planet. You are too dangerous for this world." **_Riot said.

"Is it too late to say sorry?" Ruby joked with a nervous chuckle, then narrowly avoids a morphing mace attack.

Blade jumps in and cuts off Riot's mace arm, causing him to scream in pain. "Not nice to bully a child, freak." Blade taunted. The half-vampire strikes his sword swings on Riot's body until it had enough. Riot snarls and, with one hammer swing, ferociously smacks Blade to a wall. Riot roars to mock his downed opponent until Shadow teleported in to deliver a brutal beatdown even the Super-PHANTOM has trouble defending against.

"Ruby! The bells!" Shadow called out, narrowly jumping away from Riot's vicious hammer slam.

"Huh? Oh yeah! Symbiotes are weak to sound and fire!" Ruby remarked, remembering one of the symbiote's weaknesses: Loud noise. She smacks her scythe on the bells hard enough for them to ring as loudly as they could. And while Carnage was affected from the other room, groveling in pain for Spidey's group to beat on him, the same couldn't be said for Riot.

"Why isn't it working on this guy?!" Ruby asked worriedly.

"_**I have what you humans call an "Aura" and "Semblance" that renders me immune to sonic attacks, further enhanced thanks to this "PHANTOM" body." **_Riot chuckled maliciously.

"So you're still weak to fire? Good to know." Axl quipped, roasting Riot to a crisp with Flame Rooster, causing Riot to scream in absolute pain.

"_**GRAAAAAAGH! Annoying machine!" **_Through the pain, Riot was able to stab Axl's shoulder, causing him to drop his flamethrower and get flung around the balcony like a ragdoll.

"Axl!" Ruby shouted, then lowly growls at the heartless Super-PHANTOM. The scarlet Rose supercharges her scythe with ISO-Fire Dust to surround the tip with flames. With a loud battle-cry and amazing use of her Semblance, Ruby attacks Riot, weakening him with every flame swing that damages it's body.

"_**GAAAAH! This child is more powerful than I imagined. Now I see what that fool keeps talking about you and the Spider as well as that hedgehog." **_Riot remarked, possibly referring to his "master".

"Who are you talking about?" Ruby demanded.

"_**Wouldn't you like to know?" **_Riot retorted, throwing a tendril Ruby avoids. _**"Still, I wasn't expecting him to grow so "devilish". To be so capable. Using the symbiotes for his experiments. Creating these "PHANTOMS". Enslaving me to do his dirty work. And while I don't like working under him, it did lead me to the chance to kill you and Anti-Venom!" **_

"You talk too much." Blade slices diagonally on Riot's screaming body while the creature was distracted.

"_**Fool! You cannot defeat me! I am the ultimate life form who has ever lived!" **_Riot declared himself.

"Hmph. You sure about that?" Shadow, taking offense to that as HE is the Ultimate Life Form, proceeds to charge up his fist with chaos energy and punches Riot's stomach as he shouts, "Chaos Blast!"

"_**GAAAAAAAH!" **_Riot roared in pain as he's smashed through the wall into the room where Spider-Man's team is currently tackling Carnage.

Anti-Venom got knocked back by an attack from Carnage that lead to him looming over the weakened Riot. _**"Weakling scum. Can't kill a girl? How pathetic." **_Brock mocked the creature.

"Hey Anti-Venom! Sorry to bother you! Can you use your "symbiote-destroying symbiote" to take care of him?" Ruby requested while holding the meteor shard she found that Riot was guarding with Carnage.

"_**Fine, red. This should be good." **_Anti-Venom grabs the beaten Riot by the neck and lifts it to the air ready for eradication.

"_**You cannot destroy me…traitor…" **_Riot taunted him weakly.

"_**Have a nice life. It's been a riot." **_Brock punned with a malicious grin. Using the Anti-Venom symbiote, Brock erases Riot out of existence for good, burning him alive, leaving not a speck of the creature alive. _**"Miserable worm. I AM THE STRONGEST SYMBIOTE-!" **_Brock roared before he was immediately cut off by Spider-Man being thrown on him, knocking both of them to a wall. _**"Get off me, bug!" **_Brock hissed, pushing Peter off him.

"Sorry. Your "son", or I guess "nephew", is being a grade "A" psychopathic jerk!" Spidey quipped.

"_**What color do you fools bleed? Nyahahahahaha!" **_Carnage crazily asked the heroes attacking him. With one symbiote slap, he knocks Spider-Man, Sonic, Anti-Venom, and Sandman away momentarily.

"We're coming to help!" Ruby said, leading Shadow, Axl, and Blade to assist in the battle. They didn't last long as Carnage proves stronger than Riot was and they were easily knocked out with a giant symbiote mace smack.

"We need to use the bells! Sonic, bang on it!" Spider-Man ordered the hedgehog.

"Sorry, Webs! Carnage covered them up with his gunk during the fight! Give me a sec to clear them up!" Sonic replied, racing to clear up the bells covered in symbiote gunk.

"I'll deal with this clown! Hold still!" Sandman attacks Carnage with repeated extending sand punches that does do some damage against the mass murderer but not enough to put him down completely. Carnage chops his fists with his symbiote blades and viciously stabs through Marko's sandy body.

"_**I've always wanted to go to the beach in a church!" **_Kasady cackled, morphing into a giant mouth to swallow Marko, keeping him trap inside his stomach. His gut suddenly doesn't feel good for the right reasons though, as Marko explodes from within to scatter Carnage into pieces. Sandman recovers through his sand but so does Carnage through his scattered symbiote goo. _**"Not bad, for a deadman!" **_Carnage punches Marko unconscious, which leads to Brock to personally deal with him.

"_**I'm stronger than I was before, Carnage! This will be your end!" **_Anti-Venom declared. The symbiotic anti-hero clobbers Carnage with attacks he couldn't believe, but Carnage is still as sneaky as ever. Carnage avoids his "uncle's" last tendril slash by morphing into goo and appearing right behind him.

"_**You may be stronger, but you're still slow, old man!" **_Carnage grabs his "uncle" with his tendrils and repeatedly slams him all around this balcony room.

"Are all your family reunions like this?" Spidey quips in with a swing-kick onto Carnage's back but even the amazing webslinger was soon overwhelmed by Carnage's might. "Yo, Sonic, any time to save us would be good as now!" Spidey said, needing Carnage's weakness to defeat him.

"Got it! All the bells are alien gunk free!" Sonic smiled, freeing the church bells from Carnage's symbiote web. But before the blue blur could ring even one bell, his limbs were captured by Carnage's tentacles, "Aw man!"

"_**Nice try! Nyahahaha!" **_Carnage cackled.

"Only one shot!" Weakened but still determined to finish the job, Spider-Man fires a web ball at the nearest bell, ringing it to finally weaken Carnage's symbiote.

"_**NYAAAAAAAAAH!" **_Carnage screeched in pain. While trying to keep himself together, he unintentionally freed Sonic.

"Let's make some noise." Sonic grinned. The hedgehog uses his speed to ring every bell this old church has to offer, hitting them with enough force to really cause Carnage to screech his symbiote to go haywire.

"Take him out! NOW!" Spider-Man ordered to deliver the finishing attacks.

Sonic clobbers the weakened psycho murderer with Homing Attacks. Sandman punches him a few times. Anti-Venom uppercuts his nephew ferociously into the air. And Spider-Man jumps up above Carnage and gives him a walloping axe-kick that crashes him hard to his defeat, in the process knocking the amulet off his body.

"Ugh…Let me destroy this one." Axl requested to destroy this amulet after he, Ruby, Shadow, and Blade recovered from Carnage's earlier attack. The young Maverick Hunter whips out his dual-pistols and aims at the falling amulet. With a few shots from his guns, Axl shatters the amulet into pieces, thus fully freeing Carnage from its control.

**BGM End**

**BGM-Sonic Rush OST-Theme of Comical Event**

Carnage groans, shaking his aching head as he has no memory of what just happened. He starts to stand up when he notices the heroes and his uncle standing before him. _**"Aaah, if it isn't daddy. Or are you my uncle now? What are you and Spider-Man doing here?" **_Carnage asked them.

"We came for the meteor shard, but now, we're going. Your uncle will take care of you." Spider-Man said, leaving Anti-Venom to do as he "pleasantly" pleases with his nephew.

'_Not bringing him along like the others?' _Fury asked the webhead why he isn't recruiting Carnage into the team.

"No way! Carnage is INSANE! He doesn't want to help! He wants to poke us to death with a pencil while we're asleep." Spidey replied.

"_**Who are you talking to?" **_Carnage asked the wall-crawler. _**"The last thing I remember was a man with a "bubble" for a head. I want to kill this bubbleman!" **_He said, still having some memory of their mysterious mastermind.

"The big bad guy is called "bubbleman"?! Who the heck has a dumb name like that and is smart enough to threaten the whole world and making us late for prom using alien space goo while wearing a bubblehead?" Sonic asked with rolling eyes, starting to find this new bad guy silly if he has a ridiculous name like that.

"Dude, you fight a guy named Eggman." Ruby reminded him nonchalantly with a deadpan stare.

"Touché."

'_If he can ID our mastermind, he's in. Initiating teleport.' _Fury informed the team.

"_**And after I kill bubbleman, I'll KILL you all! NYAHAHAHAHAHA!" **_Carnage declared while laughing crazily, promising to help the heroes in their final showdown against Bubbleman but kill them after they've saved the world.

**BGM End**

* * *

**KFX Here: The "Riot" symbiote/Super-PHANTOM that appeared here originated from a spin-off story one of my followers worked on called "United Heroes: Villain File-Mysterio" by D.N. Works. There might have been a few retcons here and there but it's the same symbiote from that story, and is now dead thanks to Anti-Venom. Sorry, D.N. Works. Anyways folks, we're heading to the final area in the story. We have a few hints who this mastermind could be and he'll be revealed next chapter, though I'm sure some of you already know who he is if you played the game.**

**Question of the Chapter: What is it you like about Carnage, if anything?**


	10. Issue 9: PHANTOM Nightmare

**BGM-Spider-Man: Friend or Foe OST-Credits**

**Sonic: I'm Sonic. Sonic the Hedgehog! Wasn't expecting to reunite with Shadow and Anti-Venom in Transylvania. Even that Vampire Hunter called Blade is here. They all came here to stop Carnage who had the fourth meteor shard. It wasn't easy. I heard this guy gives both Spidey and Venom a hard time, but we managed to beat him and get the shard. You must be kidding? The big bad guy wears a bubble for a head? Who in the world could sound so ridiculous and be threatening at the same time? We're on our way to find out!**

**BGM End**

* * *

_Issue 9: PHANTOM Nightmare_

**OsBall Club, New Vale City (10:31 PM EST)**

**BGM-Sonic Colors OST-Tropical Resort Map**

"C'mon, guys, step it up! Yeah, let's go, Liz! Let's show these losers who really deserves to be Senior Prom King and Queen!" Flash Thompson laughs while dancing with his girlfriend and his group of friends in the middle of the ballroom, capturing almost everyone's attention except for a selective number of few which all belong in Peter's group of friends.

Tails looks at his watch to check the time and sees it a minute pass 10:30, meaning it's getting late. "I wonder how Sonic and the others are doing? It's getting late. They have less than an hour and 30 minutes until the dance is over." He told his friends, still wondering what's taking Sonic and his group so long to save the world and attend prom.

"We still don't really know what Nick Fury has them doing. I'm getting worried." Weiss said, getting a bit worried for her friends.

"I'm sure they're fine." Harry assured his girlfriend.

"Maybe you can use your 'psychic link' to check on your brother?" Blake said with a small smirk, joking with Kaine.

"I told you, I'm not a witch. Why do people keep thinking that?" Kaine retorted.

"I'm sure they'll make it. Have faith." Amy said with a confident smile and demeanor.

"Weren't you and Yang the most worried and angry if they don't show up?" Weiss remarked, remembering their earlier attitude when they learned their dates are on super-secret world-saving business during prom night.

"That was a few hours ago. Keep up with the times," Yang joked, "We're confident they'll show. We know they will. Just gotta have faith they'll save the world from whatever's endangering it and make it here before midnight. Right?" Yang happily smiled towards Amy.

"Right!" Amy smiled back, agreeing with the blond huntress their dates and Ruby will make it to prom before midnight, after they save the world from the PHANTOMS.

**BGM End**

* * *

**SHIELD Helicarrier (10:32 PM EST)**

It's been a hard and long journey for the heroes, traveling around the world, fighting different forms of PHANTOMS, working with friends and foes alike. All to collect symbiote meteor shards that fell from space, and in the wrong hands could be disastrous for the whole world. Four of the shards have been collected, leaving just one more to find. The heroes prepare for what might be their toughest mission yet as they're en route to the final location of the meteor shard.

In a weapons room, Ruby refills her set of ISO-Dust to be ready for when things get rough. Axl makes sure his guns are in tip-top shape by cleaning them of dirt and repairing any damage to his body. Sonic simply stretches his legs to warm up for the last mission. Meanwhile, Spider-Man makes sure he's fully prepared with web cartridges and gadgets so he won't run out of special tools that'll make dealing with their "mysterious mastermind" much easier, whoever he may be.

After getting ready and prepared for battle, Spidey looks to the table where he set the four meteor shards they found throughout their journey. He picks them up and looks at them while he thinks, _'This has been one crazy day. I've been traveling around the world, searched high and low to find these things. Shards from space that contain the powers of a symbiote. If someone were to have all five shards, they'd be unbeatable. I can't let that happen. These symbiotes have caused enough trouble for everyone. I'll do whatever it takes to stop these PHANTOMS. Stop the madman who thinks it's a good idea experimenting with uncontrollable space goo. And if I survive this, I hope I can it back in time to apologize to Yang how much of a jerk I've been acting dealing with my own disorganized mess. Starting tonight, I'm gonna make things right. I promise myself that. For my future. For her future. For everyone's future.'_

Spider-Man turns to his team, who all seem about done preparing for their final mission. "You guys ready? We should be close to Nepal."

"You bet! Ready to find that last shard and beat down those PHANTOMS permanently!" Sonic grinned, ready to go.

"No matter what's in our way, we'll stop 'em as a team!" Ruby smiled, confident in their inevitable victory.

"The fun's just getting started! Let's hurry and have the best night ever with those creeps!" Axl grinned, looking forward to a good showdown.

"Alright, team! Let's head out and meet with Fury and see if he's located the final shard!" Spider-Man remarked, walking out of the room with his team to meet up with Fury.

* * *

**SHIELD Helicarrier Meeting Room (10:34 PM EST)**

**BGM-Mega Man X8 OST-Advancement**

The D-Avengers, Nick Fury, and Maria Hill all meet up in the meeting room for the briefing of the final meteor shard location. Hill projects a holo-map of Nepal, the last country on their list to investigate.

"I've activated area scans for the final meteor shard location, Director Fury." Hill told her superior.

"Thanks, Hill. Alright, team, listen up. The communications department just informed me that we're picking up all kinds of signal traffic out of Nepal." Fury informed the team.

"We've also confirmed there is something attempting to jam our scanners. It is not atmospheric as in Transylvania. This seems intentional." Hill added.

Spider-Man looks at the holo-map where Nepal is pinpointed and notices something weird about the four arrows coming out of Nepal to the other four locations they visited for the other meteor shards, "Look at the communications traffic. Everything is going OUT from Nepal but nothing is coming IN."

"Interesting." Fury responded, putting his hand on his intrigued muzzle.

"Oh, it's better than interesting. It means whoever is controlling the PHANTOMS is down there. We're not just going after the last meteor shard, we're going after whoever is behind this whole PHANTOM nightmare." Spidey believed somewhere in Nepal is the hideout of their mystery villain.

"Spider-Man, there is a point of concern. PHANTOM symbiote index is rising by the minute. We've also just received numerous reports a whole army of PHANTOMS are invading the capital city of Nepal, Kathmandu. No doubt whoever's behind this is trying to buy time until his PHANTOMS reach full power." Hill told them, putting up video footage of hundreds of PHANTOMS raiding Kathmandu, destroying everything in their sight while making the civilians scream for mercy.

"Call in the other heroes and villains that have been helping us out to deal with the mess in Kathmandu. We'll take Anti-Venom to investigate Annapurna and stop "Bubbleman" before he causes more trouble." Sonic ordered.

"But that's dangerous! Who knows what or WHO you'll be facing!" Hill argued.

"We've come this far. It's time to finish it." Ruby responded, unwavered like her friends as they're all determined with their mission.

"Good luck, team. Whoever it is down there, YOU have to stop them." Fury said, putting his trust the team knows what they're doing, confident they'll stop this threat.

"Don't worry, Nick, putting an end to this is EXACTLY what we intend to do." Spider-Man said, ready to stop the PHANTOM menace for good.

**BGM End**

* * *

**Kathmandu, Nepal (10:40 PM EST)**

**BGM-Sonic the Hedgehog (2006) OST-** **Crisis City (All)**

Kathmandu is the capital and largest city of Nepal, and it's under attack by the strongest forms of the PHANTOMS ever. These ultimate purple-colored schemed monstrosities that greatly resemble Venom are causing major havoc all over the city. The still technically hard-light holograms, the small, flying "Symbiote Drone" PHANTOMS contain so much symbiote energy they are almost perfect copies of Venom's personality to scare civilians to hiding. Swarms of the more-humanoid "Symbiote Stalkers" share a mob-like personality and act as the main attack force killing everything in sight. The larger "Symbiote Bombers" adapted more of the sadistic aspect of Venom's personality, throwing explosive symbiote bombs to destroy tall buildings, collapsing them on top of scared civilians. And then there's the pinnacle of symbiote powered hard-light, Chitauri, and Metarex technologies: The "Symbiote Warriors", capable of using the symbiote's shape-shifting powers to create weapons and armor that the standard SHIELD agent don't stand a chance at all.

A Symbiote Stalker hop on top of a car to scare the civilians and attempt to kill them. Out of nowhere, a metal tentacle grabs the PHANTOM before it could do harm and throw it to the air for a couple of chaos-powered spears to destroy it.

That team attack came from Doctor Octopus and Shadow the Hedgehog, both standing in front of all the heroes and villains that have taken part in this worldwide adventure, starting from: Black Cat, Rouge the Bat, Hobgoblin, Scorpion, Iron Fist, Winter Schnee, Rhino, Raven Branwen, Team Chaotix, Sandman, Blade, and Carnage. Friends and foes stand united to save the city of Kathmandu from the wrath of the PHANTOMS.

"These PHANTOMS have really made a mess of the place." Shadow remarked on the destruction the PHANTOMS have caused.

Winter contacts Fury through her comm, "Director Fury, we've successfully arrived in Kathmandu. What are your orders?"

'_We're picking up four PHANTOM Generators around the city. Split up into teams and destroy those generators! That should delay them a bit! Leave my agents to handle the PHANTOMS until you're done!' _Fury ordered the united team.

"Understood! You all heard the director! Split up into four teams and destroy those generators! This city rests in our shoulders! Move out!" Winter ordered her allies to spread out and destroy the generators spawning the PHANTOMS.

The elder Schnee takes her team consisting of Espio, Hobgoblin, and Scorpion to the generator in the west side of town. The PHANTONS ain't having any of that and rushes towards to impede their progress, clashing with the heroes with all of their symbiotic skills. To even the odds, Winter forms a few glyphs to summon a dozen ice Beringel and a King Taijitu to assist her. To her surprise, the PHANTOMS are doing fine destroying her summons with considerable ease, forcing the specialist to get up close and personal with them.

"Ergh! It's as I feared. These are nothing like the ones from the island!" Winter compared, saying the PHANTOMS in the city are much stronger than the ones from Tangaroa Island.

"The PHANTOMS continue to grow stronger! They must be dealt with quickly!" Espio said, kicking a Stalker down momentarily.

"Hobgoblin! Destroy that generator!" Winter ordered the flying goblin on his glider.

"If these things stop chasing me, I will!" Hobgoblin quipped while being chased by the crazy Symbiote Drones.

"Hold on, Hobs!" Scorpion works with Espio to destroy the Drones to give Hobgoblin enough breathing room to fly towards the generator.

"Bombs away!" Hobby cackles, throwing pumpkin bombs to destroy the first out of four generators.

* * *

**With Shadow's squad…**

At the north side of the city, Shadows skates his way to the second generator, leading his team consisting of Vector, Rhino, and Iron Fist to a swarm of Symbiote Stalkers. "Disappears, disgusting creatures! Chaos Spear!" Shadow fires his energy spears that rain down on his enemies. Vector and Iron Fist punch their way through the symbiotic crowd and almost get swarmed until Rhino rammed in to assist.

"Outta my way! Outta my way!" Rhino charged his horn through the swarm of PHANTOMS, giving Shadow enough room to destroy the second generator.

"That's a generator down! How're the rest of you doing?!" Shadow asked the rest of the united team about their objectives.

* * *

**With Rouge's squad**

"It's going peachy!" Rouge remarked sarcastically to Shadow's question. At the east side of this invaded city, Rouge led her team, consisting of Carnage, Raven, and Blade, to a group of PHANTOMS waiting for them while they guard the generator. Rouge narrowly flies away from symbiote bombs while the other sword-wielding members cut open every hologram monster that comes their way.

"_**Watch out! It's your friendly neighborhood CARNAGE-MAN and his murdering friends here to ruin the day!" **_Carnage cackled, taking advantage of being a "superior symbiote" wrecking these PHANTOMS with relative ease.

"Glad he's happy. These things are becoming a pain in my ass more than vampires!" Blade remarked towards Carnage's murder happy attitude, cutting down the PHANTOMS that try to jump him.

"Be glad he's cooperating with us instead of AGAINST us!" Raven remarked, temporarily entering her ISO-8 Mode to unleash swift waves of fire beams fired from her blade. A Symbiote Warrior shows up out of nowhere and stomps on the ground forming shockwaves in front of her and Blade, knocking both warriors backwards next to Carnage.

"_**Are you two being lazy on the job? There's much more murdering to do!" **_Carnage said to them.

"Shut up. Rouge, have you destroyed the generator? It's starting to bring out the big guns!" Raven asked, working with Blade and Carnage in an effort to defeat the Symbiote Warrior.

"Give me a second, honey! These bomber types aren't making it easier to close in!" Rouge responded, avoiding the thrown bombs from two Symbiote Bombers. With a few well-timed kicks, the bat thief reflects the bombs back at their throwers, destroying them so Rouge could destroy the third generator.

"Generator destroyed, but these things are still everywhere!" Rouge remarked, joining her team to fight off the Symbiote Warrior and its squad of PHANTOMS.

* * *

**With Doc Ock's squad…**

"What is taking you so long with that bomb, Black Cat?!" Doc Ock asked the cat thief. While he, Charmy, and Sandman contend with the massive swarm of PHANTOMS, Black Cat was put in charge setting up a bomb to destroy the generator.

"Not easy setting up an explosive when it was YOUR job to keep these holograms off my back!" Cat retorted, kicking each PHANTOM Stalker that continue to interrupt her activating the bomb.

"Crazy bad PHANTOMS!" Charmy mocked while fighting a PHANTOM.

"They just won't slow down! They're as crazy as Carnage!" Sandman remarks, pounding every PHANTOM with his sand hammers.

"It's because of the symbiote energy that's running their hard-light cores that makes them almost perfect copies of Venom and Carnage's personalities!" Ock explained, clapping his tentacles on the PHANTOMS.

"Except there's now thousands of them! Just what we needed, and on prom night of all times!" Cat quips as she finish setting up the bomb and activates it. "There! I suggest we get outta here!" She highly suggested.

"Indeed." Ock agreed. The team leaves for a rooftop just as the bomb explodes and destroys the fourth generator and some of the surrounding PHANTOMS.

"There! All the generators are destroyed! We won't have to worry about more PHANTOMS spawning in!" Ock remarked, then shows up a few more dozen PHANTOMS to confront them on the roof.

"That just leaves the extra thousands still in the city!" Cat quipped.

"It's up to Spider-Man and his band of misfits now! If they can retrieve the final shard and defeat the master controlling these PHANTOMS, then all of them should disappear in one fell swoop!" Ock said, fighting the PHANTOMS.

"Guess we'll keep ourselves occupied dealing these guys until they're done." Cat said, sliding under one of the PHANTOM's attack.

"I just hope Spider-Man won't mess this up like he always does." Ock snarled.

"That usually happens when he's messing up YOUR plans, Ock." Cat quipped.

**BGM End**

* * *

**Meanwhile at Annapurna, Nepal (10:40 PM EST)**

**BGM-Mega Man ZX Advent OST-Path to the Truth (Tunes Ver.)**

At last. While the rest of their friends and foes are fighting for their lives at the city, Spider-Man's team, consisting of Sonic, Ruby, Axl, and Anti-Venom, have been teleported outside an ancient mystical village up in the Nepalese mountains.

"Fury, we made it!" Spider-Man told the director they have arrived at their destination.

'_Good. We have everything covered here in Kathmandu. Find that last shard and stop the maniac responsible for all of this!' _Fury ordered.

"Anti-Venom, do you feel anything?" Ruby asked their ultimate PHANTOM-killing ally if they truly are in the right location.

"_**Yes. I can feel them. The shard. The PHANTOMS. Our enemy controls this area! Their base is deep in the mountains outside this village!" **_Anti-Venom informed them.

"Good. Let's go meet with our "mysterious bubbleman" friend and teach him a thing or two." Sonic said, getting serious.

"Race ya there!" Axl dashes ahead of the gang, with the rest of them following him from behind. The heroes made it to the old village and almost got ambushed by dozens of symbiotic PHANTOMS if Spider-Man didn't warn them.

"PHANTOMS! Sorry, but we don't have time to play!" Spider-Man quipped, punching a Symbiote Stalker in the face.

More PHANTOMS spit out their venomous tongues as they dart for Spider-Man. The clever webhead fires his Web Bombs to deal with the large crowd and render them immobile with webbing for a Crawler Assault that pushes them back to receive a web-hammer slam. Five more PHANTONS ambush Spider-Man from a rooftop, forcing the wall-crawler to flip-back from their attacks, during which he deploys a Suspension Matrix that lifts them helpless in the air thanks to the gravity field it formed, allowing Spider-Man to air combo them before finishing them with a double web-hammer clap.

"You need better aim! Can't hurt me with that slow accuracy!" Sonic grinningly mocked the Symbiote Bombers that are throwing their bombs as he runs away from them around the village. As he runs, the hedgehog notices Symbiote Drones at his 12 o' clock, so he quickly bounces off a wall backwards to blitz the Bombers with Homing Attacks while also escaping from the laughing Drones chasing him. When the drones got closer, Sonic jumped high into the air as they chase him up there. This was part of Sonic's plan to get them clustered up with each other to finish them off with a single Spin Attack.

"HIYA! Is that all you got?!" Ruby taunts the PHANTOMS lunging towards her scythe swings. The little huntress swings her scythe like never before to destroy as many PHANTOMS as she could. She uses her Semblance to form a small rosy tornado to suck up the PHANTOMS and scatter them with a spinning scythe swing.

"C'mon, guys! If you want to prove you're more advanced than Reploids, you'll have to try harder! Well I'll definitely admit you're more ugly than most Reploids!" Axl taunts the PHANTOMS he's blasting his Black Arrow on, arrows that home in on their targets. A bomb from a Symbiote Bomber is thrown at Axl, who blocks with his Gaea Shield but was still pushed backwards. Whipping out his Blast Launcher, Axl fires multiple grenades at the Bomber, distracting it for a kick to the chest and an up-close blast from his G-Launcher.

"_**I'll devour you all! Death Bite!" **_Anti-Venom unleashes his poisonous tendrils on the PHANTOMS, taking advantage his symbiote can destroy them easily. He swiftly transitions into a giant mouth that does devour more and more of the small-fry PHANTOMS. A Symbiote Warrior appears to test its mettle against the PHANTOM Killer. It morphs a hand into a symbiote hammer and pounds on Anti-Venom. _**"You aren't so tough!" **_Brock taunted despite taking some damage from the hologram. The anti-hero goes into his "Monstrous Form", growing slightly larger and gaining more muscle mass. _**"Can you do this?! LASER!" **_Anti-Venom utilize one of his "Sym Wisp Powers", the Laser Power, firing a large laser from his mouth that destroys the Symbiote Warrior into holo-bits.

Through their combined efforts, the heroes seemingly vanquished all the PHANTOMS in the area. "Is that it? But why is my Spider-Sense still tingling?" Peter wondered.

Out of nowhere, dozens of the super-strong Symbiote Warriors teleport in for another round against them. "There's no end to these things!" Ruby remarked.

"And they just keep getting stronger! What should we do?! Do we keep fighting?!" Axl asked how they're gonna make it through these hordes of PHANTOMS blocking their path.

"If that's what it'll take!" Sonic remarked.

"_**No way!" **_Anti-Venom disagrees, lunging and assaulting the PHANTOMS blocking their path to the next area.

"Eddie, what're you doing?!" Spidey asked him.

"_**No time! I'll keep them busy! The rest of you keep going!" **_Anti-Venom answered while fending off the PHANTOMS.

Ruby wants to object, "But-?"

"_**Don't you worry about me! These imposters are no match for a TRUE symbiote! Go! I'll catch up with you later!" **_Brock suggested they keep moving without him.

"You heard him! Brock can handle himself! Let's keep moving!" Spider-Man commanded, with he and his team leaving Brock with the PHANTOMS while they go after the mastermind.

"_**C'mon, chumps! You can do better than that! I'll destroy you all! No one stands a chance against me! I AM THE STRONGEST!" **_Anti-Venom declared himself to be the ultimate symbiote, taking on the dozens of super-powered PHANTOMS alone.

**BGM End**

* * *

**Dark Caverns (10:46 PM EST)**

Forced to go on without their trump card, the heroes found themselves exploring the dark caverns within the mountains that looks to be leading a temple of some sorts. They walk up some stairs with Spider-Man checking the four shards in his hand if they're getting closer to the final shard. The shards' weird glow intensifies, vibrating, glowing faster by the second, which means they are about to find the last shard, and, the mastermind behind this PHANTOM invasion.

Axl was the first to reach the top to finally find their mastermind, confidently waiting for them outside the temple gates. The mastermind definitely looks like a genius. He wears a tech-out armor with a purple cape that looks to have been made using salvaged Chitauri and Metarex technology, sharing the same menacing color scheme of his symbiote PHANTOMS, purple and dark blue, with parts of his suit lighting up light purple with energy. But what's quite possibly his most distinct feature is a giant bubble acting as his helmet to hide his true face.

**BGM-Mega Man X7 OST-Sigma's Theme**

"_Oh _my…Is that a fishbowl on your head?" Axl joked, making fun of the mastermind.

Once Spider-Man, Sonic, and Ruby met up with the reploid, the three of them gasped in utter shock when they realize the mastermind behind this whole PHANTOM attack, the villain that's put the whole world in danger, the madman that's making them late for prom, is a villain they recognize and fought before and could barely qualify as an B-class villain at best.

"It can't be…Mysterio?!" Spider-Man remarked in shock and surprise it's his old enemy, the self-proclaimed "Master of Illusions", Mysterio is the brains behind the PHANTOMS.

"Hahahahah! Thanks for coming by, fellas. This way I can face you in the comfort of my own home. I guess this means you've already defeated all the worthless others?" Mysterio laughed evilly.

"So it was you after all." Sonic scowled, glaring straight at the villainous illusionist.

"We didn't think YOU were behind all of this!" Ruby glared.

"Who else did you think could construct such a marvelous show? Eggman? Hahahaha!" Mysterio taunted the heroes.

"Just what is the meaning of this, Mysterio?!" Spider-Man demanded an answer.

Mysterio begins his monologue of his entire plan, "Power! To gain the power to see you burn and the world under my complete control! For months, I've been salvaging alien tech from the recent invasion to improve my holographic technology to create an unstoppable army of super-soliders! But it still wasn't enough. I need something more to make them the beasts you've been fighting up until now. That's when fortune smiled upon me in the form of the meteor shards. I was visiting Nepal when one crashed down near me. The _power _it contained was astronomical! Never before I knew symbiotes wielded such limitless potential until I found it. It was the key needed to complete my super-symbiote army. The only things missing were the other four shards to complete their power and some lieutenants to do my bidding whether they like it or not."

"That's why you kidnapped all those villains and put them under mind control!" Ruby figured it out.

"Jeez…I knew there was a lot of room in that bubble head of yours, but I didn't expect you to have BRAINS up there!" Sonic joked, rubbing his face with his hand moving down.

"Then he should be smart enough to know symbiotes are too risky to be used like this. Instead of conquering the world, they might actually destroy it! How are people supposed to recognize your genius if you wipe out all of civilization?!" Spidey asked the illusionist.

"Ha ha ha! That'd be even better! Don't you see, fool! I'm trying to be the greatest villain that the world has ever known!" Mysterio cackled madly, clearly showing signs he's gone mad.

"You've gone mad, Beck! I don't know what pushed you over the edge, but it stops now!" Spider-Man remarked.

"What do you think pushed me to my limits?! You, Spider-Man, have been a thorn in my side for FAR too long! You keep ruining everything! Made me look like a fool! IT stops now! I will destroy everything you love with my ultimate masterpiece! BURN this world into the ashes of countless millions and use it to remake the world as I see fit with my super-symbiote army! But first, you have something that belongs to me!"

**BGM End**

**BGM-Sonic Battle OST-Frantic Event**

Mysterio uses some form of telekinetic power to take away the four shards from Spider-Man's possession. "The shards!" Axl exclaimed.

Spider-Man was able to grab one shard back but the others were taken by Mysterio. The master illusionist summons a few Symbiote Stalker PHANTOMS to his side. "Destroy them and bring the last shard to me!" Mysterios ordered before he teleported away.

Spider-Man was the first to attack the PHANTOMS with a punch only for it to not do anything and instead broke his hand. "Ow! My hand…" Spider-Man remarked, holding onto his pained hand.

Sonic and the others try their hand on the PHANTOMS but even they are utterly powerless against their increased strength. "No way! We can't even put a scratch!" Sonic remarked, shocked that they can't hurt these particular PHANTOMS.

Fury calls them up with an urgent order, _'Team, the symbiote readings on those PHANTOMS are THROUGH the roof! Come back to the Helicarrier or wait until Anti-Venom-!'_

"No time!" Spider-Man interrupted the director. "Look at the army Mysterio built with ONE meteor shard! Imagine what he'll do with more!"

Spider-Man stares at the one shard he managed to snag back before Mysterio could take it and could only see there is one option left if they want to stop the maniac for good, something Nick Fury could quickly tell what he's thinking, _'NO! The Black Suit is too dangerous!'_

"Not as a team, it won't!" Ruby replied as she, Sonic, and Axl all plan to share the burden with Spider-Man to get themselves bonded with the symbiote contained in the meteor shard.

With the unstoppable PHANTOMS about ready for another attack, Spider-Man slams the shard to the ground, forming a giant black puddle. That puddle of symbiote goo attaches itself to the team and bonds with each hero.

When Spider-Man bonds with the symbiote, he regains his classic "Black Suit", white spider symbol and all.

When Sonic bonds with the symbiote, he becomes "Symbiote Sonic", with new black fur and emitting a dark blue aura. His black quills are spiked up similar to Super Sonic while still retaining peach skin and green eyes, but with a redefined stern stare.

When Ruby bonds with the symbiote, she gains a "Black Dress", simply swapping the red parts of her dress and cape with silky smooth white, with Ruby putting on her new white hoodie with a stern stare.

And when Axl bonds with the symbiote, he transforms into "Black Axl", a simple pallet-swap of his "White Axl" form.

The PHANTOMS lunge at the newly-symbiofied D-Avengers, with their leader, Black-Suited Spider-Man easily defeating the holograms with one mean backhand slap that disintegrates them into nothing.

"Sorry, Nick, but it's time to fight fire with fire!" Spider-Man coldly told the director, determined at all cost to defeat Mysterio and put a stop to this PHANTOM nightmare for good.

**BGM End**

* * *

**KFX Here: So yes, for the two people who didn't figure out, Mysterio is the true villain of this entire story. Fed up with his constant failures at the hands of Spider-Man, Mysterio has gone mad. His hunger for power is what led Mysterio to harness the symbiote shards to create the PHANTOMS in his ultimate attempt to take over the world. And now Spider-Man, Sonic, Ruby, and Axl are all bonded with a symbiote of their own in a last-ditch effort to defeat Mysterio once and for all. Get ready for the grand finale, ladies and gentlemen.**

**XenoSlayer983: I haven't watched the Venom movie yet besides a few clips on YouTube. I guess my favorite part about that movie from what little I've seen are the main characters, Eddie Brock and Venom, and how they were portrayed.**

**Question of the Chapter: How do you feel about Mysterio as a villain and to see him finally evolve into a would-be conqueror?**


	11. Finale: The Grand Denouement

**BGM-Spider-Man: Friend or Foe OST-Credits**

**Ruby: My name is Ruby Rose, leader of Team RWBY! Mysterio has been the bad guy all along! He wants to use all the meteor shards to power up his PHANTOMS and make them strong enough to take over the entire world! Me and my friends tried to stop him but he managed to steal all but one of our meteor shards. Now his PHANTOMS have become too strong for any of us to destroy. We have no choice. Spidey, break the meteor shard! Bonding with a symbiote is risky, but it's a risk we have to take! We're coming for you, Mysterio!**

**BGM End**

* * *

_Finale: The Grand Denouement_

**Phantom Temple Zone, Nepal (10:55 PM EST)**

**BGM-Spider-Man 3 Game OST-Black Tension**

Phantom Temple Zone. An ancient temple hidden within a cave at the top of the mountains. This opulent and expansive temple is the perfect base of operations for Mysterio, who decorated the temple with various markings and wall statues similar to the amulets he used to mind control the other villains to do his bidding.

This temple is infested with PHANTOMS, dark-reskinned versions of the Nepal PHANTOMS like Dark Symbiote Stalkers. With the three meteor shards Mysterio stole from the heroes, his super-symbiote army have nearly reached full, 100% symbiote index, meaning their power are through the roof and making world domination that much easier. If Mysterio collects the last meteor shard, there is no stopping him. Too bad for him, getting that last shard might be a little more difficult.

Dozens of dark PHANTOMS stand inside guarding the large door that leads inside to their hideout after hearing loud banging from the outside. The PHANTOMS hiss and snarl, waiting for whoever is stupid enough to invade their home so they could kill them in a breeze. That might be a little more difficult when a punch smashes the door completely off and land right on top of some of the PHANTOMS.

**BGM End**

**BGM-Spider-Man 3 Game OST-Black Suit Theme**

"Knock knock." A man in a black-and-white spider costume sternly walks into the temple, and he's not alone. Accompanying the spider is a black-furred hedgehog with spiked-up hair and stern green eyes. A young silver-eyed girl in a black-and-white dress wearing her white hoodie and wielding a black-and-white scythe. And a black-armored futuristic robot with an X-shaped scar on his face and spiky auburn hair wielding black dual-pistols.

These four dark heroes, who are looking more serious than usual, confront the dark PHANTOMS that are looking ready for a fight. "Outta the way, creeps. The "Symbiote Avengers" wanna have a word with your boss. Avengers Assemble!" Symbiote Spider-Man said with a darker, stern tone, all because of bonding with a symbiote.

**BGM End**

**BGM-Marvel vs. Capcom Infinite OST-Venom Theme**

"_**GRAAAH!" **_The PHANTOMS roar and make a monstrous rush towards the Symbiofied D-Avengers.

Symbiote Spider-Man punches a few into submission without quipping a word and destroys a dozen other PHANTOMS by forming violent-looking tendril whips.

Symbiote Sonic attacks the PHANTOMS with his speed alone before transitioning into blasting them with black wind blasts from his feet to demolish them into bits.

Symbiote Ruby cuts down her holo-foes with increased aggression using her new "Sym Crescent Rose" scythe, swiftly morphing it into a gun that shoot symbiote bullets and tendril strikes.

Symbiote Axl still wields his dual-pistols, but now thanks to bonding with a symbiote, he can absorb his weaponry into himself and fire extra two shots from his symbiote shoulder-guns that makes it easier shooting down the PHANTOMS.

"It's as I suspected. Mysterio's already using the other shards to make these PHANTOMS stronger. I can feel them almost 100% symbiote! We have to hurry to Mysterio and get them back!" Spider-Man informed the gang as he punches a few PHANTOMS.

"I still can't believe Mysterio was behind all of this. I never took him as a "wanna take over the world and kill everyone" type of villain unless he's working with Eggman or the Sinister Six." Sonic remarked on Mysterio's evolved villainous personality as he easily kicks more PHANTOMS.

"His fashion sense is horrible, but his illusions are deadly. More than once I've been almost finished with his tricks. I knew Mysterio is an expert with holographic technology, but even I never predicted he'd create something as dangerous as the PHANTOMS and want to take over the world. I've always thought of him more of a sad clown man figure." Spidey said, still retaining the personality to joke while wearing the Black Suit.

Ruby morphs her scythe into a symbiote War Scythe, blitzing her enemies with ferocious speedy slashes before jumping into the air to fire tendrils from her weapon to destroy three Dark Symbiote Bombers at once. "Is it wrong that I'm loving these new powers despite the symbiote possibly turning me evil? How long until the symbiote DOES turn me evil?" Ruby asked Spider-Man.

"Long enough to deal with Mysterio. We'll have Anti-Venom take off the suits for us once we're done. In the meantime, expect to be slightly more violent and aggressive." Spider-Man said, just as he uses a tendril to viciously stab through the head of Dark Symbiote Warrior because it was getting on his nerves.

"I feel like Zero infected with the Sigma Virus wearing this thing." Axl remarked on his symbiote while blasting his enemies. Wanting to test something out, Axl uses his newfound abilities to enhance his own Copy Ability. The symbiote Reploid uses his Copy Shot on a Dark Symbiote Stalker and surprisingly he does take on its appearance, abilities and all. _**"And I'll admit, it kinda feels good." **_Axl grinned while disguised as a PHANTOM temporarily and uses his new form to destroy more PHANTOMS.

Sonic uses his new "Symbiote Boost" to blast through a line of PHANTOMS while surrounded by a dark blue aura. "No time for messing around. Every second we waste gives more time for Mysterio to complete his plan. Ruby. See if you can take out all these PHANTOMS with a single shot from those eyes." The symbiofied hedgehog instructed the huntress.

**BGM End**

"Get clear!" Ruby told her friends. The silver-eyed girl confronts the entire army of PHANTOMS alone because she wants to test if the symbiote enhanced her Silver Eyes in any way. For a brief moment, Ruby calmly concentrates her power, long enough until she opens her silver eyes that temporarily go black. She unleashes a loud roar that's accompanied with a black flash out from her eyes, scaring the PHANTOMS as they get consumed by the "Black Flash" and disintegrate into nothing.

Ruby smirks, glad to see the symbiote has enhanced her special eyes to also work against the PHANTOMS, destroying the army that attacked them with a single flash, "Would you look at that? Now I've become a PHANOTM-Killer."

"Nice. I can sense the shards close by, meaning Mysterio is with them too. Let's go knock that fishbowl right off his head to the next continent." Spider-Man said sternly, leading his symbiofied team to where Mysterio is waiting for them.

* * *

**Mysterio's Chamber, Phantom Temple Zone**

Finally, the grand mastermind behind this whole PHANTOM invasion, Mysterio, is found in a large square chamber decorated with his eye amulets on the walls and primed for ambush. The Symbiote Avengers land behind the illusionist, startling him to turn to confront his enemies.

"Hi, I'm your "friendly neighborhood Spider-Man" and these are my "amazing friends" …" Spider-Man sternly greeted his nemesis now that he's wearing the Black Suit. Mysterio throws a punch the webhead effortlessly blocks with one arm, "But, I'm not feeling so "friendly" right this second." he says before uppercutting the villain onto a balcony, giving him a cold stare.

"Bah! You think bonding with a symbiote frightens me?! You forget! I possess the four other shards! And when added to my new suit…" Mysterio inserts his meteor shards into his new high-tech suit to increase his power and tricks, giving them a symbiofied upgrade as well along with the addition of a violent dark aura surrounding his body, "I am INVINCIBLE! I will have my revenge against EVERYONE who has wronged me, starting with YOU!" He violently points to Spider-Man and the Symbiote Avengers.

"How 'bout you shut up and let's get this over with." Spider-Man responded coldly before getting into a fighting pose with the rest of his team.

**BGM-Mega Man Battle Network 5 Double Team DS OST-VS. Nebula Gray**

"You will all grovel before the malevolent mystical might of Mysterio, Master of Illusions and Symbiotes!" Mysterio declared. He fires pink beams of energy from the balcony at the heroes, who avoided his attack. The evil illusionist teleports to the bottom floor to levitate on even ground with his enemies. "Dance, kids, dance!" Mysterio taunts while blasting them some more.

"We're done playing your games!" Sonic attacks Mysterio back with a Homing Attack. The hedgehog goes for another one but Mysterio teleported behind him before it could connect.

"I will teach you obedience, you insolent little rodent!" Mysterio mocked, blasting Sonic back. "You fools dare to defy ME?!"

"It's our job, or is that fishbowl too tight suffocating your brain?" Spider-Man quipped, working with Ruby to kick the madman in the back when he wasn't looking.

"Those who defy their supreme master deserves retribution!" Mysterio summons multiple pink shockwaves to attack all four heroes. Axl jumps and hovers in the air and blasts Mysterio with his bullets. Spider-Man unsheathe his mighty tendrils from his hand to strike his enemy, then allows Sonic and Ruby to get a little action in.

"You children need to be taught a lesson!" Mysterio coldly threatened, launching circles of energy underneath the three that blasts them to hit a wall. Axl was the only one who wasn't hurt and continued attacking Mysterio from the air. When he notices Mysterio keeps dodging his shots, he decided to fly up close and personal, predicting his predictable pattern to kick him in the chest.

"Here's your makeup!" Axl jokes, putting his pistols point-blank range of Mysterio's helmet. He takes the shot and blasts Beck back a bit, causing the madman to scream in pain a bit as he notices his fishbowl has a small crack.

"You dare dent my figure?! I will make sure you don't leave this place alive!" Mysterio stated, getting a bit more serious in this battle. Using his alien suit and the power of the meteor shard, Mysterio puts his hand out and forms a black glyph similar to Weiss's and Dr. Strange's but powered by the symbiotes. The symbiote-powered stage magician unleashes destructive tendrils from his glyphs to strike the heroes. Some dodge his attacks while the others get tossed around and smacked, "You cannot defeat Mysterio! NONE surpass me, for Mysterio is the new all-powerful ruler of mankind and symbiotekind!"

"Don't get too ahead of yourself!" Ruby quipped, dodging the tendril and lunges to strike Mysterio before he flies up to the air.

"Foolish girl! Your attacks mean NOTHING! I have LONG unlocked my own Aura to withstand your pathetic excuses of attacks!" Mysterio taunted, saying his Aura has been unlocked for months now.

"I doubt you know how to use it properly." Ruby mocked, jumping from the tendrils he summons from his glyphs. "And I seriously doubt you've unlocked your own Semblance!" Ruby swiftly uses her Semblance to transform into multiple clusters of black roses and swarms Mysterio with them, followed by her own tendrils to add in the damage. She transforms back to normal so she can crack Mysterio's helmet even more, granting him a bigger headache than before.

**BGM End**

"Gaaah! Are you all that desperate to DIE?! Then let me take you to your grave!" Mysterio shouted menacingly.

The illusionist summons a black gas from his palms to "reinvent" the whole chamber. Out from the smoke, the heroes find themselves in one of Mysterio's illusion, where he has seemingly brought the arena they were fighting on in a blackish-purple void surrounded with his eye amulets staring down at them.

"Where are you, Mysterio?" Spider-Man called out.

"I'm right here, Spider." A menacingly-sounding Mysterio descends floating outside the floating platform with his arms crossed.

**BGM-Mega Man Starforce 3 OST-VS. Crimson Dragon**

The dark aura that has enveloped him transforms into something more monstrous. A huge PHANTOM hologram floats behind Mysterio. This ghostly-looking PHANTOM looks to be a crossed between Mysterio and Venom, with the costume looking more devilish and its head covered in purple flames that somewhat resembles Beck's head but with the menacing red eyes, mouth and tongue that belongs to Venom.

"Behold my ultimate masterpiece: The Arcane Monarch! Your worst nightmare!" Mysterio threatened, with his PHANTOM Arcane Monarch roars monstrously at its enemies.

"Is that supposed to scare us?" Sonic taunted, dodging its giant hand slam.

Mysterio commands his ultimate PHANTOM to bang its huge tendrils on the platform and striking them on the heroes. Spider-Man swings in the air and blinds its eyes with webbing, that way Axl and Ruby can shoot its eyes without interruption. The ghost beast roars and manages to unleash a blast of energy from its mouth and hit the blasters, getting a mocking chuckle from Mysterio.

"It is hopeless to resist! Even the likes of the Secret Avengers once fell before my might!" Mysterio proclaimed.

"Okay, and? Is that supposed to mean something? One victory doesn't erase your other _countless _failures. They probably felt s_orry_ for you and went easy on you. Like anyone's gonna try against a "has-been" supervillain like yourself who couldn't even beat a rookie 15-year-old superhero." Spidey slyly mocked the illusionist master.

"I WILL MAKE YOU BLEED!" Mysterio retorted loudly, commanding his PHANTOM avatar to slam its huge tendril on top of the mocking spider.

The symbiote webhead uses his increased strength to catch the tendril and hold it in place for Sonic to run along, "You think yourself unbeatable, Mysterio? You've been proven the EXACT opposite time and time again with little success at your end! Wanna see what I'm talking about?" Sonic jumps and repeatedly use his symbiofied Homing Attacks on the actual Mysterio, aggressively attacking him right in the body before unleashing one more on his fishbowl, cracking it even further before Sonic lands back on the platform.

"GAAAAAAAAAH!" Mysterio roars from the excoriating pain along with his avatar.

"Give it up, Beck! Prepare for another defeat!" Spider-Man stated.

"GRAAAAAAAAAAAAAH!" Mysterio had enough of their insolence and goes all-out to obliterate them.

"_**GROOOOOOAH!" **_The Arcane Monarch slams both fists on the platform before opening a symbiote glyph near itself and near its opponents, punching them multiple times from a distance. After getting hit with another punch, Spider-Man had enough. He wraps his right fist with repulsor webbing and predicts the next strike with his Spider-Sense, countering the punch with his own and damages the creature. Axl unleash his whole symbiote arsenal to attack the PHANTOM from the front. Meanwhile, Sonic finished charging up a symbiote-powered Light Speed Attack and proceeds to blitz the creature from all sides, smashing through its body while damaging Mysterio in the process.

"Ruby!" Sonic shouted.

"Got it!" Ruby responds, knowing what she must do. Using her symbiofied Silver Eyes that hurt even PHANTOMS, she flashes her eyes, weakening the Arcane Monarch severely.

"NO! What have you done to my Monarch?!" Mysterio shouted in despair.

"Ending it, along with you!" Spider-Man declared.

With his PHANTOM weakened, Mysterio stands helpless and scared from the aggressive assault that's about to fall upon him from Symbiote Spider-Man. The serious web-slinger strengthens his fist to unleash a completely devastating Crawler Assault, brutalizing Mysterio with an onslaught of symbiote punches. Once the stage mystic was weakened enough, Spider-Man leaps back and fires two weblines on the large PHANTOM's shoulders for the finishing slingshot.

"The nightmare ends HERE! AAAAAAAAGH!" Spider-Man let out a roaring battle-cry, slinging himself for a devastating kick aimed straight for Mysterio's glassbowl and cracks it to the point of almost breaking entirely.

**BGM End**

"GAAAAAAAAAAAAAAH!" Mysterio screamed in absolute agony. It's over. The damage his suit sustained has reached its limit that it's gone critical and shows signs of exploding. "NOOOO! This not…This CAN'T be happening…The shards…" The four meteor shards he had in his possession are flung into the hands of the heroes, "AAAGH! My suit! The link to my symbiote soliders! It's disconnecting! My plans! RUINED! NOOOOOOOOO…!"

Mysterio and his Arcane Monarch PHANTOM scream as they erupt in a large explosion that breaks the illusion and brings them all back to reality, back to the chamber. The moment Mysterio was defeat, so was his PHANTOM army. All of his holographic symbiote abominations from anywhere around the world shut down and fall down as normal robots without a holographic figure.

With his suit utterly useless and his army destroyed, a beaten Mysterio kneels before the enemies who have stopped him: The D-Avengers. "Is it over?" Ruby asked if the PHANTOM menace is truly over.

**BGM-Spider-Man: Friend or Foe OST-Main Menu Theme**

Spider-Man checks his suit's HUD to confirm, "I think so. Because Mysterio's suit served as the master unit commanding the PHANTOMS, all of them from Kathmandu to here were deactivated the second it was damage. It's finished."

"Sweet! Chalk one up for the D-Avengers!" Sonic smiled.

"Oh yeah!" Axl smiled too from their victory.

Out of nowhere, an ovular shape portal consisting of swirling black and red energy formed next to the heroes. That portal was created by Raven, who enters the chamber along with the other heroes that assisted in the Kathmandu battle.

"Raven. You guys okay?" Spider-Man asked the Kathmandu team.

"Yeah. Once the PHANTOMS in Kathmandu were destroyed, we thought we'd come up here. Good job stopping them." Iron Fist told the D-Avengers.

And crashing down from the ceiling is Anti-Venom who also finally caught up with the others after he was occupied with the PHANTOMS in the village to confront Mysterio, the bane of his problems lately. _**"Well, well, if it isn't Misty! Never imagined you'd tried your hand being a supervillain." **_Brock mocked, chuckling to make fun of Mysterio.

"I'll admit, it's rather surprising Mysterio has been our secret mastermind all along. But it looks like he bit off more than he could chew." Black Cat mocked him as well.

"Quentin Beck, aka Mysterio, you are officially under arrest for threatening the safety of mankind," Winter sternly told the master illusionist, "You've been causing us a lot of trouble with your PHANTOMS and we'll make sure Anti-Venom gets rid of your Aura permanently and SHIELD confiscate all your equipment before we sentence you to a life in prison."

"_**Can I also bite off his head?" **_Brock grinned.

"I'd pay to see that." Shadow smirked.

"Are tickets available?" Raven joked.

"AAARGH!" Mysterio yelled, hitting the floor with an angry fist. "You fools think you won?! Look at yourself, Spider-Man! You're no better than me! That suit-."

"WILL come off!" Black-Suited Spidey cuts him off, "Unfortunately for you, crazy megalomania lasts forever." He mocked the illusionist, web-yanking him to an uppercut that completely shatters Mysterio's fishbowl to reveal his bald head as he falls to the ground unconscious, finally defeated for good.

With Mysterio defeated, Spidey touches his earpiece to speak with Fury, "Nick, it's over. We got the shards, Mysterio is down, and I like to go HOME now."

**BGM End**

* * *

**SHIELD Helicarrier (11:09 PM EST)**

Spider-Man and his team have safely returned to the Helicarrier after saving the world from the mayhem of Mysterio. With Anti-Venom and SHIELD's help, they removed their Black Suits and giving them back their normal looks. All five symbiote shards are placed in a liquid tube to contain so they won't be a bother to the world again.

"You did good today, team." Nick Fury congratulates the heroes for stopping Mysterio and retrieving the shards from his clutches.

"We did what had to be done." Peter replied.

"And Uncle Sam appreciates it. As a little token of our thanks, each of you will be getting a reward: Sonic will be given a coupon for a year's worth of free chili dogs from anywhere around the world…" Fury said that makes Sonic smile with joy, "Ruby and Axl will be receiving new state-of-the-art weaponary of their choosing courtesy by our tech boys…" He said next, making both weapon-loving heroes glee with excitement, "And Spider-Man can expect his school loans to be paid off when he starts college."

Spider-Man was stunned. He clearly wasn't expecting Fury to help him pay for college. It's been eating him up figuring out how he was gonna pay for those student loans and is partially the reason why he's been so stressed out lately hence why he hasn't made much time for Yang.

"I…uh, how did you know I was in trouble for college?" Spider-Man asked the director.

"Please, you're not the only one here who was stressed out about going to college. We've all been there at one point, worrying about the next stage in our adult lives," Fury said, implying he too faced some problems when he was getting ready to attend college for the first time, "That, and, I overheard your earlier conversation in Tokyo."

"That makes sense." Spider-Man replied casually.

"Go home, give your girl that dance you promised, enjoy yourself, you earned it." Fury encouraged Peter to just take a day off and relax for the rest of the night.

Before the team are teleported back home, Spider-Man has one last thing to warn Fury about, "Nick, so those shards we collected, their dangerous and…"

"They're in good hands." Fury saluted the heroes goodbye before Hill teleports them out of the Helicarrier.

* * *

**OsBall Club, New Vale City (11:11 PM EST)**

The four D-Avengers found themselves teleported to the rooftop of the OsBall Club somewhere in Speed Highway. "Where are we?" Sonic asked where they ended up now.

Peter looks over the roof to learn there are on top of the location for the dance, "The OsBall Club! Oh my god! The dance! I almost forgot about it!"

"There's still about 45 minutes left! Hurry! Bring out your clothes! We gotta go, we gotta go!" Ruby hurried the group to get their prom clothing as quickly as possible as they are really late for Senior Prom.

Before the gang could materialize their clothes from their wrist devices, two beautiful flower bouquets have been teleported on top of Sonic and Peter, hitting their heads. "Huh? Flowers? Where did they come from?" Sonic questioned the sudden appearance of these flowers.

Peter seems to have an idea where they came from and chuckles, "Fury, you son-of-a-bitch."

* * *

**Inside the OsBall Club (11:15 PM EST)**

**BGM-Sonic Unleashed OST-Spagonia Night**

Yang, Amy, Tails, and Mary Jane sat a table and watched their friends and other students slow-dancing again with less than 1 hour until prom is officially over. Some footsteps were loud enough for Tails to hear when he turns around to the front entrance and becomes filled with joy of the four people that have finally arrived to the dance.

"They're here!" Tails smiled.

Amy and the other two turn around to see Peter, Sonic, and Ruby in their prom dress, looking heavily exhausted. Axl tagged along with them for some reason and wears a simple bowtie. "Sonic! They all made it!" Amy exclaimed with renewed happiness.

The four friends rush towards the heroes of the day with Ruby ready to greet them. "Hey guys! See? Tol'ja I'd bring them to prom! I didn't bring them on time, but we still made it!" Ruby told her friends, keeping her promise to bring Sonic and Peter to prom.

"It's about time, Sonic." Amy said, somewhat sternly.

"Hello, Peter." Yang also said sternly, with the addition of her changing red eyes.

"Geh! They're mad!" Peter remarked, a bit scared of the girls.

"Sorry we're late. Had to go break a fishbowl at Nepal," Sonic jokes, "We didn't mean to make you girls wait while we were on a world tour."

Their dates giggles as their behavior was just a joke to mess with them. "It's okay. We're just messing with ya. We're just glad you guys are back safe and sound. You just missed Flash and Liz win Prom King and Queen." Amy smiled.

Sonic smiles, "Oh, cool," as he and Peter take out the flower bouquets Fury gave them and hands them to their dates, "We got you girls this."

Amy gasps and happily accepts their kind gifts, "You got us flowers?! Aww, you guys are so kind! C'mon, Sonic! There's still time to hit the dance floor!"

Though a bit nervous he's about to dance with Amy and still nowhere close to committing to a relationship, Sonic kindly accepts the dance with his friend with a smile on his face. "Sure, Amy. I'll give you the best dance ever!" Sonic takes Amy's hand and runs with her to the dancefloor, leaving Peter, Axl, Ruby, Tails, Yang, and MJ behind.

"Why are you here, Axl?" Tails asked the Maverick Hunter who didn't even know there was a dance tonight.

"Eh. Might as well check it out since I've never been to one of these "prom things" where I'm from. Too busy busting up Mavericks." Axl shrugged.

"You'll have fun. Trust me. Just follow my lead." MJ grinned, taking the Reploid's hand and taking him to the dancefloor to have his fun, leaving Peter, Ruby, Tails, and Yang behind.

"Mission accomplished. Saved the world, and got Sonic and Peter to the dance. Wanna hang out around the drink area, Tails?" Ruby asked the two-tailed fox.

"Sure." Tails happily nodded and joins Ruby to the drink bar, now just leaving Peter and Yang behind, the one couple that's been experiencing from friction between each other for weeks.

**BGM End**

"So, I'm gonna assume you had a crazier night than I had an eventful one?" Yang asked her boyfriend.

"Y-Yeah…" Peter said shamefully that he rubs the back of his head for almost being late to the dance, for almost being late to all their dates recently, even after promising he'd be there but got too caught up in his own problems and responsibility.

**BGM-Sonic Unleashed OST-Chip's Memories**

Peter lowered his head to stare at the floor for a bit while trying to think of the right words to say to her. Thinking not much, he puts his head back up and stares at her normal lilac eyes. "Look, Yang, I want to apologize. For everything. I haven't been spending as much time with you lately as I should have. Been so caught up with my own problems, y'know, balancing my responsibilities as Spider-Man and plain ol' me. It's just…things have changed, and are still changing. I've been distracted. College would do that when you're a superhero with little income. I've been so disorganized with myself, worrying about things to come in the future, that I've been ignoring your wants. If that makes any sense."

"What I want is for you to relax. That's all." Yang replied sincerely.

"Wait-You're NOT mad?" Peter asked, a bit surprised.

Yang shakes her head and smiles, "No. Why would I be mad? What you're dealing is normal. Everyone teen going to adulthood goes through it. You're just working yourself too hard, all alone. That's why I been trying to find ways for the two of us to hang out together, so you can relax and have fun so I could help you."

"I didn't want my problems to become your own." Peter frowned, not wanting to share the burden of his own problems with her.

**BGM End**

**BGM-Sonic Unleashed OST-No Reason**

"Then why did we commit to a relationship in the first place?" Yang asked a very good question Peter has no answer for. "We help each other. That's what couples do. Doesn't matter if it's paying bills or stopping bad guys. I want to help you just as YOU helped me. You reunited me with my mom. Saved the lives of our friends and countless others. Just because my life has gotten better doesn't mean I want yours to suffer."

"I-I mean, that's all true, but, um, well, since these are my problems, and you know how bad my luck is, so then, um…" Peter just scratches his head while staggering like a fool who has no clear-cut retort to defeat Yang's argument. "I…really have no counterargument, do I?" He asked her.

"Who needs one against a trusted friend?" Yang grinned.

Peter smiles, "…I have been a selfish jerk."

"The worst. You can make it up to me with a dance. There's still enough time for at least one." Yang said with a sly smirk.

"If it's okay with you." Peter offered his hand to her to dance.

Yang shows off a bright smile and accepts her boyfriend's hand, "I'd love to."

**BGM End**

**BGM-Sonic Unleashed OST-Always**

It has been one eventful night, for better or worse, but in the end, it turned out all right. Everyone is happy, enjoying a dance with that special person. The D-Avengers are certainly having a good time. Sonic spins Amy in place as the two hedgehog enjoy the dance together. Ruby's sharing some laughs with Tails at the drink bar. Axl's learning some dance moves from Mary Jane. And then there's Peter with his girlfriend, Yang. The two looks to be happy with each other. They share a slow dance next to their other friends and their dates like Harry's and Blake's. Peter and Yang stare at each other for a bit before sharing a long, genuine kiss, signifying their relationship is restored and now better than ever, ending another incredible adventure.

**BGM End**

* * *

**KFX Here: That's it for PHANTOM Menace. Still got an epilogue next to close some things off, so stay tuned for that. I'll be taking a small break so I could start brainstorming the next story, which is going to be a crossover between "Marvel Contest of Champions" and "Super Smash Brothers 4" called "Contest of Smashers". Another tournament-styled story similar to "Transdimensional Racing". Some Marvel, Sonic, and RWBY characters will participate in the tournament with all the characters from Smash Bros. 4 (4, NOT Ultimate). Which pair of characters do you want to see fight each other? Tell me in the review section or PM me. No promises I'll incorporate all of them in the next story.**

**Question of the Chapter: Did you enjoy "The PHANTOM Menace"? What did you like about it? Dislike? Tell me your honest thoughts.**


	12. Epilogue: After Party

_Epilogue: After Party_

**New Vale City (12:32 AM EST)**

**BGM-Sonic Unleashed OST-Spagonia Night**

"Hey look. A shooting star." Yang pointed at a shooting star passing over New Vale City.

"Does that one contain symbiotes?" Peter joked.

"You in a hurry to travel around the world again?" Yang quipped.

"Not for a long time. I'm perfectly fine staying in the city for now. Where else could I get a view like this?" Peter asked.

After the dance, Peter and Yang decided to hangout a little more before going home sitting together on top of the Empire State Building watching the beautiful night sky and its lovely stars around a bright full moon.

"It's so refreshing gazing at a full moon that's not blown in half. One of the many reasons I like living in this new world." Yang smiled, huddling next to her spider-boyfriend.

"Both yours and Sonic's worlds had their moons blown in half. Glad mine wasn't. How did yours break again? Did some evil space god destroy it with a giant laser cannon?" Peter asked.

"Maybe. I dunno. I'm just glad there aren't any of those "PHANTOMS", you called them, terrorizing the world. Still can't believe a guy like Mysterio was behind it all…" Yang then snickers, "Or the fact my mom owns a Twitter account."

Peter chuckles, "I am never gonna let that go, ever, though she'll probably kill me if I keep bringing it up."

"Yup." Yang laughed. "So, what do you think Fury's gonna do with those shards you guys collected?"

"Hopefully destroy them. I've had more than enough dealing with symbiotes for one lifetime." Peter replied, tired of dealing with symbiotes.

"I would've liked to bond with one. I would look good in yellow and black." Yang said jokingly.

"You're already a handful with anger issues…" Peter quipped.

"FORMER anger issues." Yang interrupted briefly.

"I don't need you bonding with an alien that could give a Hulk a run for his money in a test of rage." Peter finished his joke.

"You think I'd out-anger Hulk? Now I'm more interested bonding with a symbiote. Do you have Nick Fury's cell number?" Yang joked.

"You scare me." Peter quipped.

"That's why you love me." Yang grinned.

"Well it wasn't just because of your terrible puns and morning hair." Peter smirked.

"You jerkster." Yang punned, mixing jerk with jokester, huddling closer to Peter to give him a warm kiss under the night sky.

**BGM End**

* * *

**SHIELD Helicarrier (12:40 AM EST)**

Maria Hill walks into a lab to see Nick Fury checking on the liquefied symbiote shards they have contained in a tube for observing and for safe-keeping. "What should we do with it, Director?" Hill asked what they should do with these dangerous symbiote shards.

"Mysterio was on to something. I want the remaining meteors analyzed until we know what makes them tick and how we can use them." Fury ordered, planning to use the shards in some way to help SHIELD.

"Right away, Director. What should we name the project file?" Hill asked.

"Considering Beck was trying to create an army of Captain Americas, and how these symbiotes been causing us a lot of trouble in the past, how about… "Project Rebirth 2.0"? That sounds good. Project Rebirth 2.0." Fury suggested the name of their new "Sym-Solider Program", codename, "Project Rebirth 2.0".

"Okay. Project Rebirth 2.0 is ready to be initiated at any time at your command, sir." Hill replied.

* * *

**The Raft, New Vale City (12:41 PM EST)**

With his ultimate plan to rule the world with his PHANTOMS crushed thanks to Spider-Man and his amazing friends, and foes, Mysterio was arrested and is being escorted to his cell in the maximum supervillain prison known as the Raft by Winter Schnee, Rouge the Bat, and Anti-Venom. The maniac illusionist has none of his gear or anything to ever help him escape again. His Aura was permanently taken away by Anti-Venom's Aura-stealing symbiote. All he has besides his bald head is an orange jumpsuit to wear, handcuffs, and a neck collar that'll zap him if he misbehaves.

"Keep walking, Beck, and don't think about escaping from the Raft again. Anti-Venom already drained you of your Aura, so you're completely powerless." Winter warned the master of illusions.

"This prison cannot hold me! I am Mysterio! The greatest magician of all! Sooner or later, I will get out of here and I will have my revenge against you all!" Mysterio retorted in anger, promising his return.

"Anti-Venom. Remind "Mister Showbiz" of his place." Rouge told Brock.

As ordered, Anti-Venom violently grabs Beck by the neck and glares at his already scared eyes with his scary, threatening alien eyes, _**"You escape from this place again, in fact, you go anywhere in the city, preying on innocent people, and I will FIND you and eat both your arms and then both of your legs. And then I will eat your face right off your head. Do you understand? Yes. So, you will be this armless, legless, faceless thing, won't you, ROLLING down the street, like a turd in the wind? Do you feel me?"**_

"OKAY, OKAY! Please, I'll stay in my cell forever!" Beck retorted, scared outta of his mind from Brock's threat.

"You'll stay in ONE cell forever. The one we're taking you first is special. For the next 12 hours, you'll be sharing a cell with a few friends who wanted to have a little "get together" before being transferred to their individual rooms." Rouge smirked. When they approached this "special group cell", Anti-Venom pushes Beck inside and Winter locks the cell behind an impenetrable force field that even a Hulk couldn't break.

"Hope you survive the experience." Rouge joked by giving him an ominous warning, grinning at the confused Beck before she, Brock, and Winter leaves him alone to his "friends".

"Hello, Quentin." The menacing voice of a familiar scientist gets Beck's startling attention. The master illusionist turns around to his nightmare: Sharing a cell with the tentacleless Doctor Octopus and the other weaponless villains he mind-controlled to work for him such as Hobgoblin, Scorpion, Rhino, Sandman, and Cletus Kasady without his Carnage symbiote.

"O-Octavius?!" Beck remarked, nervously scared out of his mind as he could see his former "allies" are not too pleased with him since he used them for his own nefarious schemes.

"I'll say, Beck, your plan to take over the world using the PHANTOMS could be considered "ingenious", that is, if it didn't have _one _fatal flaw…" Ock glared at the sweating Mysterio, who knows where this is going.

"You USED us! Took over our minds to have the world for yourself!" Scorpion shouted.

"H-Hey, hold on you guys! That's not true! I was planning to free you once I conquered the world! Mind control was the only way to keep you focused and properly motivated! Honest!" Beck retorted, slowly backing up.

"Well you failed to conquer the world and it was Spider-Man that freed us!" Sandman glared.

"You got some nerve, Beck!" Hobgoblin remarked, cracking his knuckles.

"I'm gonna enjoy tearing out your spine out of your back, man! Mwahahahaha!" Kasady cackled, joining his fellow imprisoned criminals and slowly gang up on Beck.

"W-Whoa! Wait a minute! Listen to me!" Mysterio responded, backing up all the way to the force field he can't break for the life of him.

"Listen to my horn as it gives you the death penalty!" Rhino charged with his horn up-front.

"NOOOOOOOOOOOO!" Beck shouted as Rhino stomps him, punches him, giving the would-be conquer an ever-living beatdown he will most surely never forget as long as he lives, if he doesn't die tonight.

* * *

**KFX Here: And that's it for PHANTOM Menace. Next up is Contest of Smashers. Hope you look forward to it.**

**DARKSONIXKILLER: Spider-Man will be the only spider-person in the story. The roster appearing in Contest of Smashers is already huge and hard to write with.**

**Guest from Chapter 11: I already used Thanos as a main villain in Exo War. He's not one to make repeated appearances.**

**SSmaser11: I know, buddy, and thanks for the support. It's perfectly normal to have that "one person" who hates your content just to cause trouble for me and everyone else. We just got to learn to ignore people like them.**

**7: Thanks for supporting me and my stories. If Great Saiyaman54 continues to cause trouble, just ignore him. He's not worth it. I can always delete his comments. I have the power to do so. I'm just leaving them be so he could continue embarrassing himself.**

**Great Saiyaman54: Whatever you say. I'm sure everyone loves your story, "Aiding a Hero". Am I right, my followers? Go check it out and give him your thoughts.**


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